40-F

U.S. Securities and Exchange Commission
Washington D.C. 20549

Form 40-F

[Check One]

o	REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
	OR
þ	ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003 Commission File Number 001-13475

Glamis Gold Ltd.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English (if applicable))

British Columbia, Canada

(Province or Other Jurisdiction of Incorporation or Organization)

1041

(Primary Standard Industrial Classification Code Number (if applicable))

Not Applicable

(I.R.S. Employer Identification Number (if applicable))

5190 Neil Road, Suite 310, Reno, Nevada 89502
(775) 827-4600

(Address and telephone number of Registrant’s principal executive offices)

Charles A Jeannes, Esq.
Senior Vice President, Administration, General Counsel and Secretary
Glamis Gold Ltd.
5190 Neil Road, Suite 310, Reno, Nevada 89502
(775) 827-4600

(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Name of each exchange on which registered
Common Shares	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

þ   Annual information form þ   Audited annual financial statements

     Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of the period covered by the annual report.

130,133,678 Common Shares

     Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the filing number assigned to the Registrant in connection with such Rule.

Yes   o No   þ

     Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes   þ No   o

A. Undertaking

          Glamis Gold Ltd. (the “Company”) undertakes to make available, in person or by telephone, representatives to respond to inquires made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.

B. Consent to Service of Process

          The Company filed an Appointment of Agent for Service of Process and Undertaking on Form F-X on November 13, 2002 with respect to the class of securities in relation to which the obligation to file the Form 40-F arises, which Form F-X is incorporated herein by reference.

C. Controls and Procedures

          The information provided under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Controls and Procedures,” contained in Exhibit 3 to this Annual Report on Form 40-F, is incorporated by reference herein.

D. Principal Accountant Fees And Services

          KPMG LLP has served as the Company’s auditing firm since March 11, 1986. Fees billed by KPMG LLP and its affiliates during fiscal 2003 and fiscal 2002 were $604,840 and $658,000, respectively. The aggregate fees billed by the auditors in fiscal 2003 and fiscal 2002 are detailed below.

	Fiscal 2003		Fiscal 2002
Audit Fees	US$	296,933	US$	282,000
Audit Related Fees	US$	58,173	US$	139,000
Tax Fees	US$	242,935	US$	237,000
All Other Fees	US$	6,799	US$	nil
Total Fees	US$	604,840	US$	658,000

          The nature of each category of fees is as follows:

          Audit Fees:

          Audit fees were paid for professional services rendered by the auditors for the audit of the Company’s annual consolidated financial statements or services provided in connection with statutory and regulatory filings or engagements.

          Audit-Related Fees:

          Audit-related fees were paid for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under the Audit Fees item above.

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          Tax Fees:

          Tax fees were paid for tax compliance, tax advice and tax planning professional services. These services consisted of: tax compliance including the review of original and amended tax returns; assistance with questions regarding tax audits; assistance in completing routine tax schedules and calculations; and tax planning and advisory services relating to common forms of domestic and international taxation.

          All Other Fees:

          All other fees were paid for maintenance of a registered office.

          Pre-Approval Policies and Procedures:

          All services to be performed by the Company’s Independent Auditor must be approved in advance by the Audit Committee. The Audit Committee has considered whether the provision of services other than audit services is compatible with maintaining the auditors’ independence and has adopted a policy governing the provision of these services. This policy requires the pre-approval by the Audit Committee of all audit and non-audit services provided by the external auditor, other than any de minimus non-audit services allowed by applicable law or regulation.

          Pre-approval from the Audit Committee can be sought for planned engagements based on budgeted or committed fees. No further approval is required to pay pre-approved fees. Additional pre-approval is required for any increase in scope or in final fees.

E. Off-Balance Sheet Arrangements

          The information provided under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Commitments and Contingencies,” contained in Exhibit 3 to this Annual Report on Form 40-F, and the “Notes to Consolidated Financial Statements,” contained in Exhibit 2 to this Annual Report on Form 40-F, are each incorporated by reference herein.

F. Tabular Disclosure of Contractual Obligations

          The information provided under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Commitments and Contingencies,” contained in Exhibit 3 to this Annual Report on Form 40-F, is incorporated by reference herein.

G. Audit Committee

          The Company’s Board of Directors has a separately-designated standing Audit Committee for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the Company’s annual financial statements. As of the date of this Report, the members of the Audit Committee include K.F. Williamson (Chairman), A.D. Rovig, and I.S. Davidson. The Company’s Board of Directors has determined (i) that none of its members sit on audit committees of more than three publicly traded companies and (ii) all the members of the Audit Committee are deemed independent, as that term is defined by the New York Stock Exchange’s corporate governance listing standards applicable to the Company. To review or obtain a copy of the Company’s Audit Committee Charter, see “Corporate Governance Documents Posted on Our Website.”

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H. Audit Committee Financial Expert

          The Company’s Board of Directors has determined that all of the members of the Company’s Audit Committee are “independent” within the meaning of applicable SEC regulations and the New York Stock Exchange’s corporate governance listing standards applicable to the Company. In addition, the Board has determined that Mr. K.F. Williamson — the Chair of the Audit Committee, is an “Audit Committee Financial Expert” within the meaning of SEC regulations relating to audit committees.

I. Code of Ethics

          The Company has adopted a written amended and restated Code of Business Conduct and Ethics that applies to all directors, employees and officers. The Code of Business Conduct and Ethics includes, among other things, written standards for the Company’s principal executive officer, principal financial officer and principal accounting officer that are required by the SEC for a code of ethics applicable to such officers. To review or obtain a copy of the Company’s Code of Business Conduct and Ethics, see “Corporate Governance Documents Posted on Our Website.”

J. Compensation and Nominating Committee

          The Company’s Board of Directors has a separately-designated standing Compensation and Nominating Committee for the purpose of, among other things, assisting the Board of Directors in identifying qualified individuals to become board of director members, in determining the composition of the board of directors and its committees, in monitoring a process to assess board and executive officer effectiveness, in evaluating the board and management, and to review and approve on an annual basis the evaluation process and compensation structure for the Company’s officers and directors. The Company’s Board of Directors has determined that its all the members of the Compensation and Nominating Committee are deemed independent, as that term is defined by the New York Stock Exchange’s corporate governance listing standards applicable to the Company. To review or obtain a copy of the Company’s Compensation and Nominating Committee Charter, see “Corporate Governance Documents Posted on Our Website.”

K. Corporate Governance Committee

          The Company’s Board of Directors has a separately-designated standing Corporate Governance Committee for the purpose of, among other things, developing and recommending to the Board of Directors a set of corporate governance principles applicable to the Company, and to work with the Board of Directors in its annual review of the Board of Directors and its performance. The Company’s Board of Directors has determined that all the members of the Corporate Governance Committee are not deemed independent, as that term is defined by the New York Stock Exchange’s corporate governance listing standards applicable to the Company. To review or obtain a copy of the Company’s Corporate Governance Committee Charter, see “Corporate Governance Documents Posted on Our Website.”

L. Contacting Non-Management Directors

          Stockholders or other interested persons wishing to communicate with the non-management directors may contact them at the following address: Non-Management Directors, c/o Corporate Secretary, Glamis Gold Ltd., 5190 Neil Road, Suite 310, Reno, Nevada 89502 or by e-mail at charlesj@glamis.com. Any such communications will be promptly distributed by the corporate secretary to the presiding director of the most recent executive session of the non-management directors, or to the specific non-management director named in the communication.

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M. Accounting Complaints

          The Company’s policy is to comply with all financial reporting and accounting regulations applicable to the Company. If any employee, officer or director of the Company has concerns or complaints regarding questionable accounting or auditing matters of the Company (including the Company’s internal accounting controls), then he or she is encouraged to submit those concerns or complaints directly to the Audit Committee of the Board of Directors. Such submissions to the Audit Committee, which may be made on a confidential, anonymous basis or otherwise, may be directed to the attention of the Chairman of the Audit Committee by mail at Glamis Gold Ltd., 5190 Neil Road, Suite 310, Reno, Nevada 89502. If so requested, the Audit Committee will, subject to its duties arising under applicable law, regulations and legal proceedings, endeavor to treat such submissions confidentially. The Company shall retain copies of any such complaint as required by New York Stock Exchange or U.S. Securities and Exchange Commission rules and regulations.

N. Company Corporate Governance Practices

          There are no significant differences, except as otherwise set forth in this section, in the corporate governance practices of the Company and those followed by U.S. domestic companies listed on the New York Stock Exchange. Although the Company’s Compensation and Nominating Committee is comprised entirely of independent directors, the members of the Company’s separate Corporate Governance Committee are not all deemed to be independent directors, as would otherwise be required of U.S. domestic companies listed on New York Stock Exchange.

O. Corporate Governance Documents Posted on Our Website

          The Company makes available on its website at www.glamis.com (i) its Corporate Governance Guidelines, (ii) its Code of Business Conduct and Ethics (including any waivers therefrom granted to executive officers or directors) and (iii) the charters of the Audit, Compensation and Nominating, and Corporate Governance committees of its Board of Directors. The Company’s Code of Business Conduct and Ethics applies to all of the Company’s employees, officer and directors, including its Chairman, Chief Executive Officer and Chief Financial Officer. The Company will post on its website amendments to or waivers from its Code of Business Conduct and Ethics for executive officers, the principal accounting officer or directors, in accordance with applicable laws and regulations. These documents are available without charge to any person who requests them by writing to the Secretary of the Company at:

Glamis Gold Ltd.
5190 Neil Road, Suite 310
Reno, Nevada 89502

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SIGNATURES

     Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

Date: March 8, 2004	GLAMIS GOLD LTD.
	By:	/s/ C. Kevin McArthur C. Kevin McArthur Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number Document

1	Annual Information Form for the year ended December 31, 2003.
2	Audited Comparative Consolidated Financial Statements of Glamis Gold Ltd., including the notes thereto, as of December 31, 2003 and 2002 and for each of the years in the three year period ended December 31, 2003, including a reconciliation to United States generally accepted accounting principles, and together with the auditor’s report thereon.
3	Management’s Discussion and Analysis of Financial Condition, Results of Operations.
4	Information Circular and Proxy Statement dated March 1, 2003.
5	Appointment of Agent for Service of Process and Undertaking on Form F-X (previously filed on November 13, 2002 and incorporated herein by reference hereto).
6	Consent of KPMG LLP, Chartered Accountants.
7	Consent of Mine Development Associates, Professional Engineers.
8	Consent of Mine Reserves Associates, Inc., Professional Engineers.
9	Consent of James S. Voorhees, Professional Engineer.
10	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended).
11	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended).
12	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
13	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

7 EX-1 3 o12285exv1.htm ANNUAL INFORMATION FORM

EXHIBIT 1

GLAMIS GOLD LTD.

5190 Neil Rd. Suite 310
Reno, NV 89523

ANNUAL INFORMATION FORM

For the year ended December 31, 2003

Dated March 8, 2004

TABLE OF CONTENTS

	Page
ITEM 1- COVER PAGE		1
ITEM 2- TABLE OF CONTENTS GLOSSARY		3
CURRENCY AND FINANCIAL INFORMATION		5
ITEM 3-CORPORATE STRUCTURE		6
ITEM 4-GENERAL DEVELOPMENT OF THE BUSINESS		6
ITEM 5- NARRATIVE DESCRIPTION OF THE BUSINESS		8
USES OF GOLD		8
GOLD SALES		8
RISK FACTORS		8
OTHER CONSIDERATIONS		16
SUMMARY OF RESERVES AND OTHER MINERALIZATION		16
OPERATING SUMMARY		21
PRODUCING PROPERTIES		23
RECLAMATION PROJECTS		26
OTHER PROJECTS		27
EXPLORATION PROJECTS		30
ITEM 6-SELECTED CONSOLIDATED FINANCIAL INFORMATION		30
ITEM 7-CAPITAL STRUCTURE		36
ITEM 8- MARKETS FOR SECURITIES		36
ITEM 9-ESCROWED SECURITIES		37
ITEM 10- DIRECTORS AND OFFICERS		37
ITEM 11-PROMOTERS		38
ITEM 12-LEGAL PROCEEDINGS		38
ITEM 13-INTEREST OF MANAGEMENT AND OTHER IN MATERIAL TRANSACTIONS		39
ITEM 14-TRANSFER AGENTS AND REGISTRARS		39
ITEM 15-MATERIAL CONTRACTS		39
ITEM 16-INTEREST OF EXPERTS		39
ITEM 17-ADDITIONAL INFORMATION		39
Annual Information Form
Audited Consolidated Financial Statements
Management's Discussion and Analysis
Information Circular and Proxy Statement
Consent of KPMG LLP
Consent of Mine Development Assoc.
Consent of Mine Reserve Assoc.
Consent of James S. Voorhees
Section 302 Certification - CEO
Section 302 Certification - CFO
Section 906 Certification - CEO
Section 906 Certification - CFO

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	GLOSSARY
Contained Ounces:	The ounces of metal in reserves obtained by multiplying tonnage by grade.
Cut-off Grade:	The grade below which mineralized material will be considered waste rather than ore.
Development:	The preparation of a known commercially mineable deposit for mining.
Doré:	A precious metals smelter product in bar or bullion form that is subsequently refined to high purity gold and silver.
Geochemical Survey:	The sampling of rocks, stream sediments, and soils in order to locate anomalous concentrations of metallic elements or minerals. The samples are usually assayed by various methods to determine the quantities of elements or minerals in each sample.
Geophysical Survey:	The exploration of an area in which physical properties relating to geology are used. Geophysical methods include seismic, magnetic, gravity and induced polarization techniques.
Gold Equivalent Ounces	The number of ounces of gold that is represented by an amount of silver based on the ratio of the price of an ounce of silver to the price of an ounce of gold.
Indicated Mineral Resource(1):	That part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.
Inferred Mineral Resource(1):	That part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.
Measured Mineral Resource(1):	That part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
Mineralized:	Mineral-bearing; the metallic minerals may have been either a part of the original rock unit or injected at a later time.
Net Smelter Returns:	Gross sales proceeds received from the sale of production obtained from a property, less the costs of insurance, smelting, refining (if applicable) and the cost of transportation of production from the mine or mill to the point of sale.

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Ore:	A metal or mineral or a combination of these of sufficient value as to quality and quantity to enable it to be mined and processed at a profit.
Ore Body:	The portion of a mineralized deposit that can be economically mined and processed for a profit.
Probable Mineral Reserve(1):	The economically mineable part of an indicated and in some circumstances a measured mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.
Proven Mineral Reserve(1):	The economically mineable part of a measured mineral resource demonstrated by at least a preliminary feasibility study. This study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.
Oz/t:	Troy ounces of metal per ton of material. One oz/t is equivalent to 31.103 grams per ton or 34.286 grams per tonne.
Patented Mining Claim:	A mineral claim which has been surveyed, and which grants ownership of the land within the surveyed area to the grantee.
Recovery Rate:	The percentage of metals or minerals which are recovered from ore during processing.
Reserves:	Combined proven and probable mineral reserves.
Stripping Ratio:	The ratio of waste rock to ore that will be experienced in mining an ore body.
Unpatented Mining Claim:	A mineral claim located on land owned by the United States which grants the exclusive possession of the minerals in place within the claim area to the recorded owner.

⁽¹⁾ The definitions of proven and probable mineral reserves, and measured, indicated and inferred mineral resources are set forth in National Instrument 43-101, Standards of Disclosure for Mineral Projects of the Canadian securities regulators which contains the parameters of disclosure for issuers engaged in significant mining operations. A reader in the United States should be aware that the definition standards enunciated in National Instrument 43-101 differ in certain respects from those set forth in SEC Industry Guide 7.

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CURRENCY AND FINANCIAL INFORMATION

All currency amounts in this Annual Information Form are expressed in United States dollars, unless otherwise noted.

The financial information included herein is presented in accordance with accounting principles generally accepted in Canada. Differences between accounting principles generally accepted in Canada and those in the United States, as applicable, are explained in Note 15 of the Notes to the Consolidated Financial Statements of the Company. Reference is made to pages 28 through 48 of the 2003 Annual Report to Shareholders, which is incorporated herein by reference.

Forward-Looking Statements

Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995: Except for the statements of historical fact contained herein, the information presented constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or variation of such words and phrases that refer to certain actions, events or results to be taken, occur or achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the actual results of exploration activities, actual results of reclamation activities, the estimation or realization of mineral reserves and resources, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, requirements for additional capital, future prices of gold, possible variations in ore grade or recovery rates, failure of plant, equipment or processes to operate as anticipated, accidents, labor disputes and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, the Company’s hedging practices, currency fluctuations, title disputes or claims limitations on insurance coverage and the timing and possible outcome of pending litigation, as well as those factors discussed under Item 5 in the section entitled “Risk Factors”. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

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ITEM 3: CORPORATE STRUCTURE

Glamis Gold Ltd. (the “Company”) was incorporated under the laws of the Province of British Columbia on September 14, 1972 under the name Renniks Resources Ltd. (N.P.L.). Since incorporation, the Company has undergone several capital reorganizations and on December 12, 1977 the name of the Company was changed to Glamis Gold Ltd.

The Company’s principal and executive offices are located at 5190 Neil Road, Suite 310, Reno, Nevada, USA 89502. The Company’s registered address is 1500-1055 West Georgia St., P.O. Box 11117, Vancouver, British Columbia, Canada V6E 4N7.

The Company’s operations are conducted through several subsidiaries, all of which are wholly-owned. The significant subsidiaries are shown below:

Name	Jurisdiction of Incorporation
Entre Mares de Guatemala S.A.	Guatemala
Glamis de Mexico, S.A. de C.V.	Mexico
Glamis Exploración, Inc.	Mexico
Glamis Guatemala Holdings Ltd.	Cayman Islands
Glamis Gold, Inc.	Nevada
Glamis Honduras Holdings Ltd.	Cayman Islands
Glamis Holdings (Cayman) Ltd.	Cayman Islands
Glamis Imperial Corporation	Nevada
Glamis Marigold Mining Company	Nevada
Glamis Rand Mining Company	Nevada
International Mineral Finance Corporation	Barbados
Minas de la Alta Pimeria, S.A. de C.V.	Mexico
Minerales Entre Mares de Honduras S.A.	Honduras
Montana Exploradora de Guatemala S.A.	Guatemala

In this Annual Information Form, unless the context indicates otherwise, the term the “Company” refers to the Company together with all of its subsidiaries.

ITEM 4: GENERAL DEVELOPMENT OF THE BUSINESS

Summary of Business

The Company is engaged in exploration, mine development, and the mining and extraction of precious metals, primarily gold.

The Company’s approach to the acquisition of mining properties has generally been to review undeveloped precious metal properties that others have explored in sufficient detail to demonstrate that the properties have significant potential gold mineralization or to review companies which own such properties. In 1998, a strategic plan was adopted to seek out growth opportunities to take advantage of lower acquisition costs available as a result of the lower gold price and weak junior share market conditions at that time. To that end, the Company completed the acquisition of Mar-West Resources Ltd. in October 1998, the acquisition of Rayrock Resources Inc. in February 1999, the acquisition of Cambior de Mexico, S.A. de C.V. in May 2000, and the acquisition of Francisco Gold Corp. in July 2002 (discussed below).

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On July 16, 2002, the Company completed the acquisition by way of a plan of arrangement of Francisco Gold Corp. (“Francisco”), a British Columbia, Canada public company. Francisco’s principal assets were the El Sauzal gold project in Chihuahua, Mexico and the Marlin gold project in Guatemala.

Under the plan of arrangement, each issued Francisco share was exchanged for 1.55 common shares of the Company, one share in Chesapeake Gold Corp. (“Chesapeake”), a new exploration company formed by Francisco, and a right to receive an additional fraction of a Company common share upon the cancellation of certain Company common shares that were held in escrow. In addition, prior to closing of the transaction, Francisco transferred to Chesapeake cash of Cdn.$1.50 per share for each issued share of Francisco (Cdn.$25.0 million), certain early stage Nicaraguan exploration assets and a 2% net smelter return royalty on Francisco’s Guatemalan projects outside the Marlin project area. The Company retained a right to acquire a 5% stake in Chesapeake (based on its initial capitalization) through a three year share purchase warrant.

The Company issued 25,843,808 common shares to the shareholders of Francisco under the terms of the plan of arrangement and issued 1,674,000 stock options to directors, officers and employees of Francisco exercisable at prices between Cdn.$3.07 and Cdn.$4.04 per share in exchange for their existing Francisco stock options. The Company accounted for this acquisition using the purchase method.

During 2003, the Company paid $1.6 million to Chesapeake and issued 2.2 million common shares of the Company valued at $20.7 million to former shareholders of Montana Gold Corp. upon filing of the technical report with the Toronto Stock Exchange establishing the reserves at Marlin, pursuant to the terms of the 2002 plan of arrangement with Francisco.

Under a Share Purchase Agreement effective February 12, 2003, the Company agreed to sell its 50% interest in the Cerro San Pedro Project to Metallica Resources Inc. (“Metallica”) for proceeds of $13.0 million plus additional payments of $5.0 million based on the project being put into commercial production, and a net smelter return royalty of up to 2%, depending on the price of gold. The Company received $2.0 million on closing of this transaction, $5.0 million on August 12, 2003, and received $6.0 million on February 12, 2004. The $2.5 million due on commencement of commercial production, the $2.5 million due twelve months thereafter, and the royalty are considered contingent and have not been recorded in the Company’s books.

In 2003, the Company produced gold from the Rand Mine, located in California, the Marigold Mine, located in Nevada and the San Martin Mine, located in Honduras. See Item 5, “Producing Properties”, for a description of the mines and processing facilities. The Company has other properties under development. In addition to the El Sauzal Project and the Marlin Project, the Company holds a 100% interest in a property located in Imperial County, California (the “Imperial Project”), and the Cerro Blanco Project in Guatemala, that may be available for future mining activities. See “Other Projects” under Item 5 for a description of these projects.

Based on the ounces of gold contained in the proven and probable mineral reserves as at December 31, 2003 on the properties in which the Company has an interest, and the Company’s ownership interests and rights in such properties, the Company estimates its proven and probable mineral gold reserves to be approximately 6.3 million contained ounces. For a more detailed description of the reserves see “Summary of Reserves and Other Mineralization — Proven and Probable Mineral Reserves” under Item 5.

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ITEM 5: NARRATIVE DESCRIPTION OF THE BUSINESS

The Company is engaged in exploration, mine development, and the mining and extraction of precious metals. At the Company’s operating mines, the primary method currently used is open-pit mining with heap leach extraction. The Company initiated heap leaching in California in 1981 and considers itself a leader in the use of this process. See Item 5, “Operating Summary - Processing”, for a description of the heap leaching process. The Company has mines in Nevada and California, U.S.A. and in Honduras, and development projects in Mexico and Guatemala. Information regarding operating segments and geographic information can be found in Note 13 “Segmented Information” of the Notes to the Consolidated Financial Statements that are incorporated herein by reference.

Uses of Gold

Gold bullion is used as an investment as well as in product fabrication, primarily carat jewelry, but with additional applications in electronics, dentistry, official coins, medallions, and other miscellaneous industrial uses.

Gold Sales

The doré produced by the Rand and Marigold mines and gold precipitates produced at the San Martin Mine are further refined by third parties before being sold as bullion (99.99% pure gold). The gold bullion is either sold at the spot price for delivery two days later or delivered against an existing forward sales or option contract to one of various precious metal merchants for delivery to the London, U.K. market. For more information on the Company’s hedging policy see the discussion under “Risk Factors — Gold price volatility” below.

The average London Bullion Market price for 2003 was $363 per ounce of gold, compared to $310 and $271 per ounce for each of 2002 and 2001, respectively. The following table sets forth for the calendar years indicated the annual high and low gold prices per troy ounce on the London Bullion Market.

Calendar Year	London Bullion Market P.M. Fixing
	High		Low
2003	$	416.25	$	319.90
2002		349.30		281.65
2001		293.25		255.95
2000		312.70		263.80
1999		326.25		252.80
1998		312.90		273.40
1997		366.55		283.00
1996		414.80		367.40
1995		396.95		372.40
1994		396.25		369.65

The London P.M. fixing price for gold on December 30, 2003 was $416.25 per ounce and on March 8, 2004 the London P.M. fixing price was $399.85 per ounce.

Risk Factors

The Company’s mining operations are subject to the normal risks of mining, and its profits are subject to numerous factors beyond the Company’s control. Certain of these risk factors are discussed below.

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Gold price volatility

Gold prices historically have fluctuated widely and are affected by numerous factors outside of the Company’s control including industrial and retail demand, central bank lending, sales and purchases of gold, forward sales of gold by producers and speculators, levels of gold production, short-term changes in supply and demand because of speculative hedging activities, confidence in the global monetary system, expectations of the future rate of inflation, the strength of the U.S. dollar (the currency in which the price of gold is generally quoted), interest rates and global or regional political or economic events.

The profitability of the Company’s operations is directly related to the market price of gold. If gold prices decline for a substantial period below the cost of production of any or all of the Company’s operations, it may not be economically feasible to continue production at such sites. This would materially and adversely affect production, earnings and the Company’s financial position. A decline in the market price of gold may also require the Company to write-down its mineral reserves which would have a material and adverse effect on its earnings and financial position. Should any significant writedown in reserves be required, material writedowns of the Company’s investment in the affected mining properties and increased amortization, reclamation and closure charges may be required.

The Company’s current hedging policy, approved by the Board of Directors, gives management the discretion to commit up to 60% of planned production for up to five years. Management is authorized to use any combination of spot, forward, spot deferred forwards and put or call options. Although this is the approved policy, management’s current practice is to not hedge any part of the Company’s gold production and the Company currently has no hedging contracts in place. Since the Company does not currently engage in gold hedging activities, the Company’s exposure to the impact of gold price volatility is higher.

Further, if revenue from gold sales declines, the Company may experience liquidity difficulties. This may reduce its ability to invest in exploration and development which would materially and adversely affect future production, earnings and the Company’s financial position.

Production estimates

The Company prepares estimates of future gold production for its various operations. The Company cannot give any assurance that it will achieve its production estimates. The failure of the Company to achieve its production estimates could have a material and adverse effect on any or all of its future cash flows, results of operations and financial condition. These production estimates are dependent on, among other things, the accuracy of mineral reserve estimates, the accuracy of assumptions regarding ore grades and recovery rates, ground conditions and physical characteristics of ores, such as hardness and the presence or absence of particular metallurgical characteristics and the accuracy of estimated rates and costs of mining and processing.

The Company’s actual production may vary from its estimates for a variety of reasons, including, actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; short-term operating factors such as the need for sequential development of ore bodies and the processing of new or different ore grades from those planned; mine failures, slope failures or equipment failures; industrial accidents; natural phenomena such as inclement weather conditions, floods, blizzards, droughts, rock slides and earthquakes; encountering unusual or unexpected geological conditions; changes in power costs and potential power shortages; shortages of principal supplies needed for operation, including explosives, fuels, chemical reagents, water, equipment parts and lubricants; labor shortages or strikes; civil disobedience and protests; and restrictions or regulations imposed by government agencies or other changes in the regulatory environments. Such occurrences could result in damage to mineral properties, interruptions in

9

production, injury or death to persons, damage to property of the Company or others, monetary losses and legal liabilities. These factors may cause a mineral deposit that has been mined profitably in the past to become unprofitable, forcing the Company to cease production. Each of these factors also applies to the Company’s sites not yet in production and to operations that are to be expanded. In these cases, the Company does not have the benefit of actual experience in verifying its estimates, and there is a greater likelihood that actual production results will vary from the estimates.

It is not unusual in new mining operations to experience unexpected problems during the start-up phase. Depending on the price of gold or other minerals, the Company may determine that it is impractical to commence or, if commenced, to continue commercial production at a particular site.

Mine development

The Company’s ability to sustain or increase its present levels of gold production is dependent upon the successful development of new producing mines and/or identification of additional reserves at existing mining operations. If the Company is unable to develop new ore bodies, it will not be able to sustain present production levels. Reduced production could have a material and adverse impact on future cash flows, results of operations and financial condition.

Feasibility studies are used to determine the economic viability of a deposit. Many factors are involved in the determination of the economic viability of a deposit, including the achievement of satisfactory mineral reserve estimates, the level of estimated metallurgical recoveries, capital and operating cost estimates and the estimate of future gold prices. Capital and operating cost estimates are based upon many factors, including anticipated tonnage and grades of ore to be mined and processed, the configuration of the ore body, ground and mining conditions, expected recovery rates of the gold from the ore and anticipated environmental and regulatory compliance costs. Each of these factors involves uncertainties and as a result, the Company cannot give any assurance that its development or exploration projects will become operating mines. If a mine is developed, actual operating results may differ from those anticipated in a feasibility study.

Mineral reserves and resources estimates

The figures presented for both mineral reserves and mineral resources herein and in the documents incorporated herein by reference are only estimates. The estimating of mineral reserves and mineral resources is a subjective process and the accuracy of reserve and resource estimates is a function of the quantity and quality of available data and the assumptions used and judgments made in interpreting engineering and geological information. There is significant uncertainty in any reserve or resource estimate, and the actual deposits encountered and the economic viability of mining a deposit may differ materially from the Company’s estimates.

Estimated mineral reserves or mineral resources may have to be recalculated based on changes in gold prices, further exploration or development activity or actual production experience. This could materially and adversely affect estimates of the volume or grade of mineralization, estimated recovery rates or other important factors that influence reserve or resource estimates. Market price fluctuations for gold, increased production costs or reduced recovery rates, or other factors may render the present proven and probable mineral reserves of the Company uneconomical or unprofitable to develop at a particular site or sites. A reduction in estimated reserves could require material writedowns in the Company’s investment in the affected mining properties and increased amortization, reclamation and closure charges.

Competition for mining claims and mining assets

The Company competes with other mining companies and individuals for mining claims and leases on exploration properties and the acquisition of gold mining assets. Some of the companies with which the Company competes have significantly greater financial, management and technical

10

resources than the Company, and may use these resources to their advantage when competing with the Company for such opportunities. The Company cannot give any assurance that it will continue to be able to compete successfully with its competitors in acquiring attractive mineral properties and assets.

Exploration projects

Gold exploration is highly speculative in nature. The Company’s exploration projects involve many risks and success in exploration is dependent upon a number of factors including, but not limited to, quality of management, quality and availability of geological expertise and availability of exploration capital. The Company cannot give any assurance that its future exploration efforts will result in the discovery of a mineral reserve or resource, or that its current and future exploration programs will result in the expansion or replacement of current production with new proven and probable mineral reserves. The Company cannot give assurance that its exploration programs will be able to extend the life of its existing properties or result in the discovery of new producing mines.

Future capital requirements

As of December 31, 2003, the Company had cash and cash equivalents of approximately $126.1 million and working capital of approximately $145.4 million. The Company intends to use its working capital together with its future cash flows to finance the construction costs of the El Sauzal Project and the Marlin Project, the Marigold Millennium Expansion Project, to fund exploration and development work and for general corporate purposes. The Company estimates that capital expenditures and funds for exploration in 2004 will be approximately $147.1 million. The primary capital expenditures are expected to be for plant, equipment and development at the El Sauzal Project ($59.0 million), equipment purchases and development at the Marlin Project ($61.6 million), equipment purchases and development at the Marigold Mine expansion ($20.3 million), and leach pad expansion and development at the San Martin Mine ($2.0 million). Exploration is planned primarily at the Marlin Project and Marigold, with additional work in Guatemala, Mexico and Honduras. The Company may have further capital requirements to the extent it decides to develop other properties or to take advantage of opportunities for acquisitions, joint ventures or other business opportunities that may be presented to it. In addition, the Company may incur major unanticipated liabilities or expenses.

The Company’s ability to continue its planned exploration and development activities also depends in part on its ability to generate free cash flow from its Marigold, San Martin and Rand mines. The Company may be required to obtain additional financing in the future to fund future exploration and development activities or acquisitions of additional properties or other interests that may be appropriate to enhance the Company’s financial or operating interests. The Company has historically raised capital through equity financing and in the future may raise capital through equity or debt financing, joint ventures, production sharing arrangements or other means. There can be no assurance that the Company will be able to obtain necessary financing in a timely manner on acceptable terms, if at all.

Government regulations

The Company’s mining operations and exploration and development activities are subject to extensive laws and regulations governing health and worker safety, employment standards, waste disposal, protection of the environment, protection of historic and archeological sites, mine development and protection of endangered and protected species and other matters. Each jurisdiction in which the Company has properties, including the United States, Mexico, Honduras and Guatemala, regulates mining activities. The Company generally requires permits from authorities in these jurisdictions to authorize the Company’s operations. These permits relate to virtually every aspect of the Company’s exploration, development, production and reclamation activities. It is possible that future changes in applicable laws, regulations or changes in their enforcement or

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regulatory interpretation could result in changes in legal requirements or in the terms of existing permits applicable to the Company or its properties which could have a significant adverse impact on the Company’s current operations or planned development projects, including the Marigold Millennium Expansion Project, and the development of the El Sauzal Project and the Marlin Project.

Obtaining necessary permits can be a complex, time consuming process and the Company cannot predict whether necessary permits will be obtainable on acceptable terms, in a timely manner or at all. The costs and delays associated with obtaining necessary permits and complying with these permits and applicable laws and regulations could stop or materially delay or restrict the Company from proceeding with the development of a project or the operation or further development of a mine. Any failure to comply with applicable laws and regulations or permits, even if inadvertent, could result in interruption or closure of exploration, development or mining operations or material fines, penalties or other liabilities.

Title matters

Acquisition of title to mineral properties in all jurisdictions where the Company operates is a very detailed and time-consuming process. The Company has acquired substantially all of its mineral properties through acquisitions. Although the Company has investigated title to all of its mineral properties, the Company cannot give any assurance that title to such properties will not be challenged or impugned. The properties may have been acquired in error from parties who did not possess transferable title, may be subject to prior unregistered agreements or transfers, and title may be affected by undetected defects or aboriginal, indigenous peoples or native land claims.

Portions of the Company’s mineral reserves come from unpatented mining claims in the United States. There is a risk that any of the Company’s unpatented mining claims could be determined to be invalid, in which case the Company could lose the right to mine mineral reserves contained within those mining claims. Unpatented mining claims are created and maintained in accordance with the General Mining Law of 1872. Unpatented mining claims are unique U.S. property interests, and are generally considered to be subject to greater title risk than other real property interests due to the validity of unpatented mining claims often being uncertain. This uncertainty arises, in part, out of the complex federal and state laws and regulations under the General Mining Law of 1872. Unpatented mining claims are always subject to possible challenges of third parties or contests by the federal government. The validity of an unpatented mining claim, in terms of both its location and its maintenance, is dependent on strict compliance with a complex body of federal and state statutory and decisional law.

In recent years, the U.S. Congress has considered a number of proposed amendments to the General Mining Law of 1872. If adopted, such legislation, among other things, could impose royalties on gold production from unpatented mining claims located on U.S. federal lands, result in the denial of permits to mine after the expenditure of significant funds for exploration and development, reduce estimates of mineral reserves and reduce the amount of future exploration and development activity on U.S. federal lands all of which could have a material and adverse affect on the Company’s cash flows, results of operations and financial condition.

In Honduras, site of the San Martin Mine, all mineral resources are owned by the state. Title to minerals can be held separately from title to the surface. Rights to explore for and to extract minerals are granted by the state through issuance of mining concessions. The Company has received its mining concessions for the San Martin Mine. The term of these concessions is indefinite, remaining in force as long as the Company meets its legal obligations. The Company has also acquired surface rights from private owners in the mining and processing areas at the San Martin site. However, there are few surveys and many of the tracts of land have no written title documents. Accordingly, there is a risk that the Company may not own good and marketable title to the surface rights necessary to

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conduct operations at the San Martin site.

In Mexico, site of the El Sauzal property, all mineral resources are owned by the state. Title to minerals can be held separately from title to the surface. Mining rights take precedence over surface rights. Rights to explore for and to extract minerals are granted by the state through issuance of mining concessions. Exploration concessions are granted for six years. Exploitation concessions are granted for a period of 50 years.

In Guatemala, site of the Marlin and Cerro Blanco properties, mineral rights are held by the state, and surface rights can be privately held. The government grants exploration concessions of up to 100 square kilometers for a term of three years, with 2 two-year extensions available. Exploitation concessions are granted for 25 years, with one additional extension of 25 years available.

Environmental risks

Mining operations have inherent risks and liabilities associated with pollution of the environment and the disposal of waste products occurring as a result of mineral exploration and production. Laws and regulations involving the protection and remediation of the environment and the governmental policies for implementation of such laws and regulations are constantly changing and are generally becoming more restrictive. The Company has made, and expects to make in the future, significant expenditures to comply with such laws and regulations. The Company cannot give any assurance that notwithstanding its precautions and history of activities, environmental pollution will not materially and adversely affect its financial condition and its results from operations.

The Company’s current production is from open-pit mining and heap leach processing. The Company’s standard open-pit mining techniques have been designed to comply with reclamation requirements imposed by regulatory authorities. Such authorities generally require a mining company to return sites to safely-contoured slopes, but usually do not require backfilling of excavated areas. The Company generally is required to mitigate long-term environmental impacts by stabilizing, contouring, reshaping and re-vegetating various portions of a site once mining and processing are completed. Reclamation efforts generally must be conducted in accordance with detailed plans, which have been reviewed and approved by the appropriate regulatory agencies. Heap leaching is done with a dilute cyanide solution held within a closed circuit, which includes the leach pads and surface holding ponds. Leakage of heap leaching solutions could cause environmental damage. The old milling operations at the Company’s Dee and Marigold mines have tailing impoundments that have known leakage as detected by monitoring wells. The Company does not believe that local groundwater resources have been affected and the Company has undertaken remediation efforts as approved by the Nevada Department of Environmental Protection (“NDEP”).

During the year ended December 31, 2003, the Company reported a total of 6 minor cyanide and 46 fuel/oil/antifreeze spills. In all cases, the appropriate authorities were notified, clean-up was undertaken immediately, and no contamination of ground or surface waters occurred. Measures, including procedural changes and education, were taken to prevent re-occurrence of the incidents. No further action is expected with respect to any of the occurrences.

Reclamation costs

The Company is required to submit, for government approval, a reclamation plan that establishes the Company’s obligation to reclaim property after the minerals have been mined from the site. Reclamation by the Company of its mining sites takes place during and after the active life of the mine. In accordance with applicable laws, bonds or other forms of financial assurances have been provided by the Company for the reclamation of its mine sites. The Company may incur costs in connection with these reclamation activities in excess of such bonds or other financial assurances, which costs may have a material adverse effect on the Company’s earnings and financial condition.

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The Company expended $3.3 million in 2003, $2.5 million in 2002, and $2.6 million in 2001 on site closure and reclamation primarily at the Dee, Daisy and Rand mines. During the years ended December 31, 2003, 2002 and 2001, the Company made no material capital expenditures with respect to environmental compliance except as required by permits for construction at its mining operations and for reclamation being carried out concurrently with mining operations.

The Company has established a reserve for future site closure and mine reclamation costs based on the Company’s estimate of the costs necessary to comply with existing reclamation standards. Site closure and mine reclamation costs for operating properties are reviewed annually and accrued using the unit of production method. There can be no assurance that the Company’s reclamation and closure accruals will be sufficient to cover all reclamation and closure costs.

Estimates and assumptions employed in the preparation of financial statements

The preparation of its consolidated financial statements requires the Company to use estimates and assumptions that affect the reported amounts of assets and liabilities as well as revenues and expenses. The Company’s accounting policies are described in note 2 to its consolidated financial statements. The Company’s accounting policies relating to work-in-progress inventory valuation, depreciation and amortization of mineral property, plant and equipment, and site closure and reclamation accruals are critical accounting policies that are subject to estimates and assumptions regarding reserves, recovery rates, future gold prices and future mining activities.

The Company records the cost of mining ore stacked on its leach pads as work-in-progress inventory, and values work-in-progress inventory at the lower of cost or estimated net realizable value. These costs are charged to earnings and included in cost of sales on the basis of ounces of gold recovered. The assumptions used in the valuation of work-in-progress inventories include estimates of gold contained in the ore stacked on leach pads, assumptions of the amount of gold stacked that is expected to be recovered from the leach pads and an assumption of the gold price expected to be realized when the gold is recovered. If these estimates or assumptions prove to be inaccurate, the Company could be required to write-down the recorded value of its work-in-progress inventories, which would reduce the Company’s earnings and working capital.

The Company records mineral property acquisition costs and mine development costs at cost. In accordance with Canadian generally accepted accounting principles, the Company capitalizes pre-production expenditures net of revenues received, until the commencement of commercial production. A significant portion of the Company’s mineral property, plant and equipment are depreciated and amortized on a unit-of-production basis. Under the unit-of-production method, the calculation of depreciation, depletion and amortization of mineral property, plant and equipment is based on the amount of reserves expected to be recovered from each location. If these estimates of reserves prove to be inaccurate, or if the Company revises its mining plan for a location, due to reductions in the price of gold or otherwise, to reduce the amount of reserves expected to be recovered, the Company could be required to write-down the recorded value of its mineral property, plant and equipment, or to increase the amount of future depreciation, depletion and amortization expense, both of which would reduce the Company’s earnings and net assets. In addition, generally accepted accounting principles require the Company to consider at the end of each accounting period whether or not there has been an impairment of the capitalized mineral property, plant and equipment. For producing properties, this assessment is based on expected future cash flows to be generated from the location. For non-producing properties, this assessment is based on whether factors that may indicate the need for a write-down are present. If the Company determines there has been an impairment because its prior estimates of future cash flows have proven to be inaccurate, due to reductions in the price of gold, increases in the costs of production, reductions in the amount of reserves expected to be recovered or otherwise, or because the Company has determined that the

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deferred costs of non-producing properties may not be recovered based on current economics or permitting considerations, the Company would be required to write-down the recorded value of its mineral property, plant and equipment, which would reduce the Company’s earnings and net assets.

The Company has an obligation to reclaim its properties after the minerals have been mined from the site, and has estimated the costs necessary to comply with existing reclamation standards. These costs are accrued on a unit-of-production basis as gold is recovered and sold, based on the estimated amount of mineral reserves expected to be recovered from each location, with the aggregate amount accrued being reflected as a liability on the Company’s consolidated balance sheet as a reserve for future site closure and mine reclamation costs. If these estimates of costs or of recoverable mineral resources prove to be inaccurate, the Company could be required to increase the reserve for site closure and reclamation costs, increase the amount of future reclamation expense per ounce, or both, all of which would reduce the Company’s earnings and net assets.

Currency fluctuations

Currency fluctuations may affect the costs that the Company incurs at its operations. Gold is sold throughout the world based principally on a U.S. dollar price, but a portion of the Company’s operating expenses are incurred in non-U.S. dollar currencies. The appreciation of non-U.S. dollar currencies in those countries where the Company has mining operations against the U.S. dollar would increase the costs of gold production at such mining operations which could materially and adversely affect the Company’s earnings and financial condition.

Risks related to the Company’s foreign investments and operations

The Company conducts mining, development or exploration activities in countries other than Canada and the United States, including Mexico, Honduras and Guatemala. The Company’s foreign mining investments are subject to the risks normally associated with the conduct of business in foreign countries. The occurrence of one or more of these risks could have a material and adverse effect on the Company’s earnings or the viability of its affected foreign operations, which could have a material and adverse effect on the Company’s future cash flows, results of operations and financial condition.

Risks may include, among others, labor disputes, invalidation of governmental orders and permits, corruption, uncertain political and economic environments, war, civil disturbances and terrorist actions, arbitrary changes in laws or policies of particular countries, foreign taxation, delays in obtaining or the inability to obtain necessary governmental permits, opposition to mining from environmental or other non-governmental organizations, limitations on foreign ownership, limitations on the repatriation of earnings, limitations on gold exports and increased financing costs. These risks may limit or disrupt the Company’s projects, restrict the movement of funds or result in the deprivation of contract rights or the taking of property by nationalization or expropriation without fair compensation.

Insurance coverage

The mining industry is subject to significant risks that could result in damage to, or destruction of, mineral properties or producing facilities, personal injury or death, environmental damage, delays in mining and monetary losses and possible legal liability.

The Company’s policies of insurance may not provide sufficient coverage for losses related to these or other risks. The Company’s insurance does not cover all risks that may result in loss or damage and may not be adequate to reimburse the Company for all losses sustained. In addition, the Company does not have coverage for many environmental losses. The occurrence of losses or damage not covered by insurance could have a material and adverse effect on the Company’s cash flows, results of operation and financial condition.

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Reliance on current management team

The success of the operations and activities of the Company is dependent to a significant extent on the efforts and abilities of its management including C. Kevin McArthur, President and Chief Executive Officer, James S. Voorhees, Vice-President Operations and Chief Operating Officer, Charles A. Jeannes, Senior Vice-President Administration, General Counsel and Secretary and Cheryl S. Maher, Vice-President Finance and Chief Financial Officer. Investors must be willing to rely to a significant extent on management’s discretion and judgment. The Company does not have in place formal programs for succession of management and training of management. The Company does not maintain key employee insurance on any of its employees. The loss of one or more of these key employees, if not replaced, could adversely affect the Company’s operations.

Other Considerations

Employees

At December 31, 2003, the Company employed approximately 746 persons located as follows:

Location	Number
San Martin Mine		274
Marigold Mine		128
Rand Mine		16
El Sauzal Project		115
Guatemala Projects		185
Corporate, Exploration and reclamation projects		28
		746

The Company competes with other mining companies in connection with the recruitment and retention of qualified employees. The employees at all mines are non-union. At the present time a sufficient supply of qualified workers is available for operations at each of the Company’s mines. The continuation of such supply depends upon a number of factors, including, principally, the demand occasioned by other projects. There can be no assurance that the Company will continue to be able to retain or attract qualified employees. There is a risk that increased labor costs could have a material adverse effect on its operating costs.

Legal proceedings

The Company may become party to litigation or other adversary proceedings, with or without merit, in a number of jurisdictions. The cost of defending such claims may take away from management time and effort and if determined adversely to the Company, may have a material and adverse effect on its cash flows, results of operations and financial condition. Refer to Item 12 “Legal Proceedings” for details of any current actions pending.

Environmental and social policies

Reference is made to pages 15 through 17 of the 2003 Annual Report to Shareholders, which are incorporated herein by reference, for discussion of the Company’s environmental and community relations activities.

Summary of Reserves and Other Mineralization

Proven and Probable Mineral Reserves

The following tables describe the Company’s proven and probable mineral reserves as at December 31, 2003, 2002 and 2001. Mineral reserves do not reflect losses in the heap leaching process, but do include allowance for dilution of ore in the mining process. Proven and probable mineral reserves as at December 31, 2003 were calculated based on a gold price of $325 per ounce. For the year ended December 31, 2002 reserves for all properties were calculated based on a gold price of $300 per

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ounce and in 2001, reserves for all properties were calculated based on a gold price of $275 per ounce. The ounces of gold that will actually be recovered from these reserves will depend on actual gold grades encountered and recovery rates achieved.

Mineral reserves and mineral resources have been calculated as at December 31, 2003 in accordance with definitions adopted in National Instrument 43-101 of the Canadian Securities Administration. Reference should be made to the Glossary on page 3 for a description of terms used herein The proven and probable mineral reserves as at December 31, 2003, 2002, and 2001 were determined by employees of the Company under the supervision of James S. Voorhees, P. Eng., Chief Operating Officer of the Company. These proven and probable mineral reserves were audited by either Mine Development Associates, Inc. (2003 and 2002) or Mine Reserves Associates, Inc. (2001), entities that are not affiliated with the Company.

Proven and Probable Mineral Reserves

	As at December 31, 2003
	Proven				Probable				Total
	Tons		Gold Grade (ave.		Tons		Gold Grade (ave.		Tons		Gold Grade (ave.
Mine or Project	(in thousands)		oz/t)		(in thousands)		oz/t)		(in thousands)		oz/t)
San Martin Mine		26,826		0.021		3,739		0.022		30,565		0.021
Marigold Mine (66.7%)		31,800		0.025		30,410		0.022		62,210		0.024
El Sauzal		19,341		0.099		845		0.080		20,186		0.098
Marlin		3,053		0.120		12,537		0.143		15,590		0.139
Totals		81,020		0.045		47,531		0.055		128,551		0.049

	As at December 31, 2002
	Proven				Probable				Total
	Tons		Gold Grade (ave.		Tons		Gold Grade (ave.		Tons		Gold Grade (ave.
Mine or Project	(in thousands)		oz/t)		(in thousands)		oz/t)		(in thousands)		oz/t)
San Martin Mine		23,247		0.023		10,818		0.024		34,065		0.024
Marigold Mine (66.7%)		27,717		0.027		25,012		0.024		52,729		0.026
El Sauzal Project		7,679		0.108		12,810		0.092		20,489		0.098
Cerro San Pedro Project (50%)		26,382		*0.029		760		*0.014		27,142		*0.029
Totals		85,025		0.034		49,400		0.041		134,425		0.037

* Gold-equivalent ounces at a ratio of silver: gold of 70:1.

	As at December 31, 2001
	Proven				Probable				Total
	Tons		Gold Grade (ave.		Tons		Gold Grade (ave.		Tons		Gold Grade (ave.
Mine or Project	(in thousands)		oz/t)		(in thousands)		oz/t)		(in thousands)		oz/t)
San Martin Mine		26,003		0.026		12,452		0.024		38,455		0.025
Marigold Mine (66.7%)		22,836		0.029		27,509		0.025		50,345		0.027
Rand Mine		8,432		0.022		98		0.023		8,530		0.023
Cerro San Pedro Project (50%)		26,383		*0.029		760		*0.014		27,143		*0.029
Totals		83,654		0.027		40,819		0.024		124,473		0.027

* Gold-equivalent ounces at a ratio of silver: gold of 70:1.

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Other mineralization

In addition to the proven and probable mineral reserves described above, the Company has delineated certain other measured and indicated mineral resource. Measured and indicated mineral resources have not been included in the proven and probable mineral reserve estimates because even though enough drilling has been performed to indicate a sufficient amount and grade to warrant further exploration or development expenditures, these resources have not been subjected to an economic feasibility analysis and therefore do not qualify as proven and probable mineral reserves. The exception to this is the mineralization at the Imperial Project which was reclassified from proven and probable mineral reserves based on the denial of mining permits in January 2001. The measured, indicated and inferred mineral resources of the Company are not yet known to contain commercially mineable ore bodies and cannot be considered such unless and until further drilling and metallurgical work have been conducted and economic and technical feasibility factors have been examined and favorably determined. Measured, indicated and inferred mineral resources have been calculated solely by the Company.

	As at December 31, 2003
	Measured				Indicated				Total (1)
	Tons		Gold Grade (ave.		Tons		Gold Grade (ave.		Tons		Gold Grade (ave.
Mine or Project	(in thousands)		oz/t)		(in thousands)		oz/t)		(in thousands)		oz/t)
San Martin Mine		29,384		0.022		3,109		0.022		32,493		0.022
Marigold Mine (66.7%)		44,300		0.023		44,591		0.023		88,891		0.023
El Sauzal		20,622		0.095		1,094		0.072		21,716		0.094
Marlin		4,208		0.107		17,285		0.128		21,493		0.124
Imperial		74,800		0.017		16,400		0.015		91,200		0.017
Cerro Blanco		—		—		17,092		0.067		17,092		0.067
Totals		173,314		0.031		99,571		0.048		272,885		0.037

⁽¹⁾ Note: Reserves are a subset of these numbers.

	As at December 31, 2003
	Inferred
	Tons
Mine or Project	(in thousands)		Gold Grade (ave. oz/t)
San Martin Mine		21,348		0.017
Marigold Mine (66.7%)		118,348		0.014
El Sauzal		13,463		0.028
Marlin		71,233		0.020
Imperial		48,300		0.012
Cerro Blanco		6,813		0.067
Totals		279,505		0.017

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Other mineralization (continued)

	As at December 31, 2002
	Measured				Indicated				Total (1)
	Tons		Gold Grade (ave.		Tons		Gold Grade (ave.		Tons		Gold Grade (ave.
Mine or Project	(in thousands)		oz/t)		(in thousands)		oz/t)		(in thousands)		oz/t)
San Martin Mine		28,369		0.023		16,602		0.022		44,971		0.023
Marigold Mine (66.7%)		37,135		0.024		42,902		0.021		80,037		0.022
El Sauzal Project		21,681		0.082		4,035		0.069		25,716		0.080
Marlin Project		29,082		*0.072		9,978		*0.074		39,060		*0.073
Imperial Project		74,800		0.017		16,400		0.015		91,200		0.017
Cerro San Pedro Project (50%)		33,964		*0.025		7,380		*0.025		41,344		*0.025
Cerro Blanco Project		—		—		17,092		*0.076		17,092		*0.076
Totals		225,031		0.034		114,389		0.035		339,420		0.034

⁽¹⁾ Note: Reserves are a subset of these numbers.

	As at December 31, 2002
	Inferred
	Tons
Mine or Project	(in thousands)		Gold Grade (ave. oz/t)
San Martin Mine		38,466		0.013
Marigold Mine (66.7%)		59,170		0.014
El Sauzal Project		12,505		0.032
Marlin Project		32,125		*0.037
Imperial Project		48,300		0.012
Cerro San Pedro Project (50%)		39,635		*0.016
Cerro Blanco Project		6,813		*0.076
Totals		237,014		0.019

^* Gold-equivalent ounces at a ratio of silver: gold of 70:1.

	As at December 31, 2001
	Measured				Indicated				Total (1)
	Tons		Gold Grade (ave.		Tons		Gold Grade (ave.		Tons		Gold Grade (ave.
Mine or Project	(in thousands)		oz/t)		(in thousands)		oz/t)		(in thousands)		oz/t)
San Martin Mine		34,256		0.025		22,980		0.021		57,236		0.023
Marigold Mine (66.7%)		36,196		0.023		87,449		0.018		123,645		0.019
Rand Mine		27,741		0.020		1,367		0.020		29,108		0.020
Imperial Project		74,800		0.017		16,400		0.015		91,200		0.017
Cerro San Pedro Project (50%)		33,928		*0.027		7,372		*0.017		41,300		*0.025
Cerro Blanco Project		N/A		N/A		17,100		*0.073		17,100		*0.073
Totals		206,921		0.021		152,668		0.023		359,589		0.022

⁽¹⁾ Note: Reserves are a subset of these numbers.

	As at December 31, 2001
	Inferred
	Tons
Mine or Project	(in thousands)		Gold Grade (ave. oz/t)
San Martin Mine		1,159		0.013
Marigold Mine (66.7%)		14,255		0.015
Rand Mine		29,700		0.017
Imperial Project		48,300		0.012
Cerro San Pedro Project (50%)		44,000		*0.014
Cerro Blanco Project		6,800		*0.082
Totals		144,214		0.017

* Gold-equivalent ounces at a ratio of silver: gold of 70:1.

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Effects of Mining and Development During 2003

During the period January 1, 2003 to December 31, 2003, the effects of mining and development at each of the Company’s mines and projects with proven and probable mineral reserves are as follows:

Rand Mine - Mining operations at Rand ceased at the end of 2002; no additional ore was placed on the heap in 2003. 33,663 ounces of gold were recovered from the heap leach during 2003.

Marigold Mine - During fiscal 2003, 8,163,118 tons of ore containing 195,915 ounces of gold were mined and placed on the heap (100% basis), and 142,188 ounces of gold were produced (94,796 for the Company’s account). The Marigold Project exploration program added approximately 248,000 contained ounces of gold to the proven and probable mineral reserves for the Company’s account.

San Martin Mine - During 2003, 7,166,377 tons of ore, containing 196,400 ounces of gold were mined and placed on the leach pad, and 101,835 ounces of gold were recovered. Approximately 47,200 contained ounces of gold were added to proven and probable mineral reserves by infill and extensional drilling and modeling work.

El Sauzal Project - The project was acquired in July 2002 as part of the Francisco acquisition. The project has proven and probable mineral reserves of 20.2 million tons of ore containing approximately 2.0 million ounces of gold. No additional ounces were added by the Company during 2003.

Marlin Project - The project was acquired in July 2002 as part of the Francisco acquisition. In 2003, the Company established proven and probable mineral reserves of 15.6 million tons of ore containing approximately 2.2 million ounces of gold. Marlin had only mineral resource as of December 31, 2002.

Cerro San Pedro Project - In February 2003, the Company’s share in the project was sold to Metallica Resources Inc.

Exploration and Development Expenditures

The following table lists the amount of expenditures incurred by the Company on exploration and mine development activities during the years ended December 31, 2003, 2002, and 2001.

Exploration and Development Expenditures
(in millions of dollars)

	Year Ended December 31,
Mine	2003		2002		2001
Rand Mine	$	—	$	—	$	4.1
San Martin Mine		1.2		0.7		0.8
Marigold Mine		6.8		7.1		3.8
El Sauzal Project		24.2		1.7		—
Marlin Project		16.9		2.5		—
Cerro San Pedro Project		0.1		0.5		1.6
Cerro Blanco Project		0.6		1.5		0.3
Panama Projects		—		—		0.2
Other projects: United States or Mexico		0.4		0.2		—
Other general exploration		0.1		0.1		0.4
	$	50.3	$	14.3	$	11.2

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OPERATING SUMMARY

Production Methods

During 2003, the Company employed only open pit mining methods at its operations. The Dee Mine, which employed underground methods, was closed at the end of 2000. The Marlin Project, scheduled for production during 2006, will have both open pit and underground operations.

Surface (Open Pit) Mining

Open pit mining is accomplished through a series of unit operations that provide for excavation of the mineral deposit. Typically, mining progresses downward in horizontal lifts or benches that vary in thickness from 20 to 40 feet, as required by the particular characteristics of the deposit. First, the ground to be excavated is drilled using large track-mounted blast hole drills. Drill cuttings are sampled and assayed to determine the areas containing ore-grade mineralization.

The blast holes are then charged with an explosive — ANFO — which is a blend of ammonium nitrate and fuel oil. Some conditions require the use of specialty blasting agents and emulsions.

Once blasted, the broken material is excavated using wheel loaders or hydraulic shovels with bucket capacities ranging between 13 and 40 cubic yards. The material is placed in off-road haul trucks with payloads varying between 85 and 190 tons. Ore is transported to specialized facilities for processing, and waste and/or overburden is transported to storage areas pending final placement.

Bulldozers, graders, and water trucks are used to develop and maintain the roads and accesses needed to support the mining operation. Dust suppression is accomplished by application of water on haul roads and at the active working faces. During and following mining activities, reclamation of disturbed areas is achieved by recontouring and re-vegetation as appropriate for the site.

Processing: Heap Leaching

The Company primarily uses the heap leach method to extract gold from low-grade ores. This process involves piling relatively coarse ore on an impervious membrane and allowing a dissolving fluid (a weak cyanide solution in the case of gold recovery) to seep down through the pile. The valuable metals are contained in the leaching solution that drains from the bottom of the pile and is subsequently collected on carbon and then recovered by electrowinning and smelting.

Many aspects of ores have a large influence on the leachability or recovery of the contained precious metals. For example, the presence of certain clays may hinder the movement of solutions through the pile and lack of fractures or porosity in the ore may shield the contained metals from the leaching solution, making them largely unrecoverable. The best leaching ores are those that are fractured, oxidized, and free of chemicals that consume the cyanide.

Because of the nature of most of the ore at the Marigold Mine, crushing of low-grade ores is not currently needed. As a result, the ore is taken from the pits and unloaded directly from trucks onto leach piles. Alkalinity of the ore is controlled by adding modifying reagents. The modifying reagents are used to increase the alkalinity of the ore, because the weak cyanide leaching solution used in the process is unstable in anything but an alkaline environment. Sprinklers or drippers are placed on top of the leach pile and the leaching solution is applied. At the San Martin Mine, the ore is crushed and agglomerated with cement and lime to improve leaching characteristics. A drum system is used to agglomerate the ore which is then transported by conveyor to the heap leach pad and stacked.

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Drain pipes which collect the leaching solution are buried at the base of the heap. The drainage system is usually segmented to allow parts of the piles to be leached independently. Each segment also contains a leak detection system so that if a leak in the liner occurs, the area of the leak can be isolated. Ore is piled in successive layers on the leach pad. When one layer of the pile has been adequately leached, another layer of ore is placed on top and the leaching process continues.

The gold-bearing solutions drain from the leach pile and are collected in a pregnant solution pond. From there, the solution is pumped through columns of granular, activated carbon and a gold-oxygen-cyanide complex is captured in the carbon pores. The leaching solution is then returned to the heap and utilized for further leaching. The carbon is removed and treated with a hot caustic or caustic-cyanide solution that releases the gold complex from the carbon. The solution is then passed through an electrowinning circuit where the gold is deposited on steel wool batts. The batts are removed and broken down into a sludge. At San Martin, this sludge is shipped to a refinery for processing into gold bars. At the other operations, the sludge, or the steel wool plus gold, is smelted in a crucible and poured into a mold, forming a doré bar. The doré bars are sent to a refiner for further processing.

Gold Production

The following table describes, for the years ended December 31, 2003, 2002 and 2001, gold production from the Company’s mining operations.

Gold Production (in ounces)

	Year Ended December 31,
Mine	2003		2002		2001
San Martin		101,835		129,435		114,216
Rand		33,663		66,934		59,324
Marigold (66.67%)		94,796		55,550		56,525
Total Production		230,294		251,919		230,065

Production Costs per Ounce of Gold Produced

The following table describes for the years ended December 31, 2003, 2002 and 2001 the total cash cost of production per ounce related to the Company’s mining operations. Total cash cost of production includes mining, processing (including transportation and refining), costs associated with movements in production inventories net of pre-production stripping costs (which are capitalized to mine development costs), direct mine overhead costs, local production taxes and royalties, and excludes general and administrative costs at the corporate level, depreciation and depletion and end-of-mine reclamation accruals.

Total Cash Cost of Production per Ounce of Gold Produced

	Year Ended December 31,
Mine	2003		2002		2001
San Martin	$	175	$	106	$	120
Rand		242		247		265
Marigold		172		180		179
Average For All Mines	$	184	$	160	$	172

Cash costs of production should not be considered as an alternative to operating profit or net profit attributable to shareholders, or as an alternative to other Canadian or U.S. generally accepted accounting principle measures and may not be comparable to other similarly titled measures of other companies. However, the Company believes that cash costs of production per ounce of gold, by mine, is a useful indicator to investors and management of a mine’s performance as it provides: (i) a measure of the mine’s cash margin per ounce, by comparison of

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the cash operating costs per ounce by mine to the price of gold; (ii) the trend in costs as the mine matures; and (iii) an internal benchmark of performance to allow for comparison against other mines.

The difference between cost of sales as presented in the consolidated statements of operations and cash costs of production for the Company is due to the cost of any additional ounces sold out of finished goods inventory compared to those ounces actually produced during the year. There is no significant difference in the total cash cost per ounce of production and total cash cost per ounce sold.

Total cost of production includes the total cash costs of production, as defined above, together with depreciation, depletion and end-of-mine reclamation accruals.

Total Cost of Production per Ounce of Gold Produced

	Year Ended December 31,
Mine	2003		2002		2001
San Martin	$	269	$	203	$	169
Rand		298		284		310
Marigold		243		257		211
Average For All Mines	$	262	$	236	$	216

PRODUCING PROPERTIES:

SAN MARTIN MINE (Central Honduras)

Property

The San Martin Mine is controlled 100% by Minerales Entre Mares de Honduras, S.A. and is located approximately 90 kilometers north of the capital city of Tegucigalpa, Honduras. Access is by way of paved and improved gravel roads. The property consists of 14,100 hectares of land around the Rosa and Palo Alto deposits. San Martin is located in an area that receives an average annual rainfall of approximately one meter.

Operations

San Martin is an open-pit heap-leach mine, designed to be a low cost operation. The Company currently expects to mine an average of 10 million tons per year for the next five years, over 60% of which is expected to be ore. Conventional loaders and haul trucks form the primary mining fleet. Ore is crushed and agglomerated before placement on an adjacent heap leach pad for leaching. The mine commenced commercial production in January 2001. During 2003, San Martin processed 7,166,377 tons of ore and stacked 196,400 contained ounces of gold on the leach pad. The mine produced 101,835 ounces of gold at a total cash cost per ounce of $175. Pad chemistry issues affected production through much of the year, but were corrected by the fourth quarter. The Company expects production from San Martin to be approximately 102,000 ounces of gold in 2004. The Company expects production from San Martin through 2010.

Capital expenditures for 2003 totaled $3.5 million, $2.5 million on equipment refurbishment, and $1.0 million on mine development. Capital expenditures during 2002 were $4.2 million and in 2001 were $5.6 million, primarily for construction of new leach pads.

Permitting

All environmental regulatory permits, licenses and authorizations required to carry out planned operations at the San Martin Mine have been obtained and are in good standing.

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Exploration

Exploration activities continued in 2003 near both the Rosa and Palo Alto deposits. A total of 47,200 contained ounces of gold were added to the proven and probable mineral reserve through a combination of reverse circulation drilling and remodeling of the deposits. Drilling of the West Palo Alto zone yielded 32,370 ounces of gold. Regional exploration around San Martin continues, with reverse circulation drilling planned in 2004 for the Minitas property, located approximately 7 kilometers from San Martin.

San Martin Production Results	Year Ended December 31,
	2003		2002		2001
Ore mined (tons)		7,170,390		6,051,788		6,217,422
Waste mined (tons)		1,970,462		1,064,891		1,146,436
Stripping ratio		0.27:1		0.15:1		0.16:1
Average gold assay (ounces/ton)		0.027		0.035		0.030
Ounces of gold produced		101,835		129,435		114,216
Total cash cost of production per ounce	$	175	$	106	$	120

MARIGOLD MINE (Valmy, Nevada)

Property

Glamis Marigold Mining Company (“Marigold”) owns the Company’s 66 2/3% interest in the Marigold Mine. Barrick Gold Corporation holds the remaining 33 1/3 % interest. The Company is the operator of the property.

The mine is located in Humboldt County, 40 miles southeast of Winnemucca, Nevada at the north end of the Battle Mountain-Eureka Trend that extends through central Nevada. Located five miles south of Valmy, Nevada, the property consists of 28.9 square miles, including 13 square miles of leased patented mining claims. The remaining 15.9 square miles are unpatented mining claims, 6.1 square miles of which are not subject to royalties.

Royalty rates on leased land range from 3% to 5% of net smelter returns, with rates rising to 7% or 8% on certain parcels depending on the price of gold. The rate for the remaining life of mine is anticipated to average approximately 5.5%. Total royalty expense for 2003 was $3.7 million (Company’s share: $2.5 million).

Operations

The Marigold Mine produced 142,188 ounces of gold (100%) during 2003, at a total cash cost of production of $172 per ounce. The Company’s share of this production was 94,796 ounces of gold.

The oxide mill on the property operated during the winter months of 1998-1999 and was shut down in March 1999. After the Company acquired the Marigold Mine in 1999, it was determined that operation of the mill was not economical unless adequate mill feed becomes available to have the mill processing continuously. Since 2000, all of the production for the Company’s account has come from the operation of the heap leach pads.

The mining fleet at Marigold consists of two 40 cubic yard shovels, three 13 cubic yard front-end loaders, eleven 190 ton haul trucks, eight 85-100 ton haul trucks and miscellaneous ancillary equipment. The Company is planning to expand the fleet with four 320 ton trucks and a 26 yard loader. The smaller mining fleet of 13 yard loaders and 85-100 ton haul trucks will be phased out over the next year.

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Ore production in 2003 came primarily from the Terry Zone #1 and #2 pits. For 2003, the combined production from these pits was 199,876 contained ounces of gold. The average stripping ratio in 2003 was 3.7:1. Total capital expenditures in 2003 were $14.1 million (66.67%). This consisted of expenditures for the refurbishment of 6 haul trucks, a new electric hydraulic shovel, and 2 blast-hole drills ($8.1 million); deferred stripping ($4.0 million) and other mine development and leach pad construction ($2.0 million). The Company estimates Marigold will produce approximately 110,000 ounces of gold for its account during 2004. The Company’s share of capital expenditures is budgeted at $20.4 million in 2004. The Company currently expects production at Marigold through 2013.

Permitting

The mine has operated with a plan of operations approved by the Bureau of Land Management (“BLM”) and appropriate agencies since it began mining in 1988. This plan of operations was based on an environmental assessment at that time. In 1998, it was decided that further amendments to the plan of operation could only be achieved through the preparation of an Environmental Impact Statement (“EIS”) to cover then-anticipated future operations. The draft EIS was issued by the BLM in January 2001. The final EIS was completed in March 2001, with a record of decision issued in August 2001.

Additional permitting for the Marigold Millenium Expansion project was initiated in December 2001. A minor modification to the current plan of operations to allow deepening of the Terry Zone pit and expansion of leach pad facilities was approved on March 25, 2002. An amended plan of operations was submitted in April 2002. Final approval and publication of a Record of Decision was issued on February 4th, 2004.

Exploration

Exploration activities during 2003 were aimed at expanding reserves in the Millennium Project. Development and infill drilling utilizing reverse circulation drilling occurred in the Target pit area and around the existing active mining areas. Additional reverse circulation drilling was also done in the Terry Zone North area to further define a new discovery made there. These efforts combined to increase the proven and probable reserves by approximately 372,000 (100%) contained ounces, including the ounces mined during 2003.

Marigold Mine Production Results	Year Ended December 31,
(the Company’s 66.67% share)	2003		2002		2001
Ore mined (tons)		5,442,351		3,185,382		3,147,946
Waste mined (tons)		20,257,353		12,847,801		7,576,439
Stripping ratio		3.7:1		4.0:1		2.4:1
Average gold assay (ounces/ton)		0.024		0.024		0.023
Ounces of gold produced		94,796		55,550		56,526
Total cash cost of production per ounce	$	172	$	180	$	179

RAND MINE (Kern County, California)

Property

Glamis Rand Mining Company (“Rand”) owns the Rand Mine located approximately 100 miles northeast of Los Angeles.

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The property consists of 135 patented mining claims and 537 unpatented mining claims covering approximately 13.8 square miles. Rand owns all or a portion of 42 of the patented claims and 390 of the unpatented claims. The balance is held under lease.

Royalty rates are 6% of net smelter returns on production from properties leased from Yellow Aster Mining and Milling Company, with a minimum payment of $4,000 per month. Other leases have advance minimum royalties as well as net smelter return royalties. These have no significant minimum required payments, and the royalties average 1.5% of net smelter returns. Royalty expense at Rand during 2003 amounted to $0.7 million. There were no exploration or development activities during 2003 at the Rand Mine.

Operations

Mining of the ore reserves was completed at the Rand Mine at the end of 2002 and the truck fleet was transferred to the Marigold Mine in 2003. The reclamation at the Rand Mine progressed rapidly during 2003. The Yellow Aster heap and ponds, Lamont dumps, Baltic heap, plant and dumps, were all recontoured and seeded. Only the Rand heap (active through 2004) and plant remain to be reclaimed along with miscellaneous surface structures in 2005.

Gold is planned to be produced through 2004, as the mine is reclaimed. Planned production in 2004 is approximately 15,000 ounces of gold. Rand produced 33,663 ounces of gold during 2003. To December 31, 2003, the Rand Mine has produced 955,090 ounces of gold since commencement of production in 1987.

Permitting

All environmental regulatory permits, licenses and authorizations required to carry out planned operations at the Rand Mine and to process the ore remaining on the pad have been obtained and are in good standing.

Production

Certain key operating statistics for the Rand Mine are set forth in the following table:

Rand Mine Production Results	Year Ended December 31,
	2003		2002		2001
Ore mined (tons)		0		6,138,800		4,091,444
Waste mined (tons)		0		7,353,900		11,979,256
Stripping ratio		0		1.2:1		2.92:1
Average gold assay (ounces/ton)		n/a		0.023		0.016
Ounces of gold produced		33,663		66,934		59,324
Total cash cost of production per ounce	$	242	$	247	$	265

RECLAMATION PROJECTS:

DAISY MINE (Nye County, Nevada)

Property

The Daisy Mine is owned by Glamis Marigold Mining Company. The Daisy Mine was acquired in 1999 through the acquisition of Rayrock Resources Inc. (“Rayrock”). The Daisy Mine was an open-pit heap-leach operation located in Nye County, Nevada, approximately six miles southeast of the town of Beatty. The property package consists of unpatented mining claims covering 13.7 square miles.

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Reclamation Activities

Final reclamation earthwork was completed in the first quarter of 2003. A monitoring period will be required for the balance of 2004.

DEE MINE (Elko County, Nevada)

Property

The Dee Mine is owned by Glamis Marigold Mining Company. The Dee Mine was acquired in 1999 as part of the acquisition of Rayrock.

The Dee property, located in Elko County, Nevada, consists of 6.3 square miles of unpatented mining claims along the Carlin Trend in northeastern Nevada. The property lies immediately south of Meridian Gold Inc.’s Rossi property and immediately northwest of Newmont Mining Company’s Bootstrap property. Dee is subject to a minimum royalty of $0.2 million per year.

Barrick Gold Corporation (“Barrick”) holds an option to earn a 60% interest in the Dee property by spending $6.5 million in exploration of the property over a 7-year term concluding in October 2004. Barrick just completed its sixth year of exploration activities in 2003, and has expended $6.2 million to date towards the option. Activities in 2003 included data compilation and interpretation, and a total of 5,801 feet of drilling which included 5,470 feet of reverse circulation drilling, and 331 feet of core drilling in four surface holes. No material results from the drilling were announced by Barrick.

Reclamation Activities

The reclamation on tailings facility #2 at Dee was completed in 2003, and reclamation on tailings facility #1 is awaiting final solution evaporation and grading in 2004.

OTHER PROJECTS:

EL SAUZAL PROJECT (Chihuahua, Mexico)

Property

The El Sauzal Project is owned by Minas de la Alta Pimeria, S.A. de C.V. The Company acquired the El Sauzal Project through the acquisition of Francisco in July 2002. El Sauzal is located in the southwest part of Chihuahua State, approximately 250 kilometers southwest of the city of Chihuahua and 15 kilometers east of the Sinoloa State line. The project is comprised of seven exploration concessions of approximately 40 square miles which are 100%-owned by the Company. Road access to the project is limited at this point, pending completion of the new road coming up through Sinaloa into the project. The project ranges in elevation from 325 meters to over 900 meters above mean sea level. The climate in the El Sauzal area is classified as temperate sub-humid, with distinct wet and dry seasons. Rainfall averages 0.8 meters per year.

Mineralization

The El Sauzal Project has three principal zones of mineralization which all feature a near-surface oxide unit, which contains the majority of the known gold resource. Each zone contains unique structural, stratigraphic and mineralization characteristics. The mineral resources and mineral reserves at the El Sauzal Project at December 31, 2003 are based on 20,274 samples from 187 diamond drill holes (27,514 meters) and 1,835 surface-sample composites. This sample data is spread over an area of approximately 70 hectares.

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Sampling and Data Verification

Reference is made to Section 14 — Sampling Method and Approach, Section 15 - Sample Preparation, Analysis and Security, and Section 16 — Data Verification of the El Sauzal Project Technical Report dated June 2002, which sections are incorporated in this Annual Information Form by reference.

Development Activities

A feasibility study on the project was completed prior to closing of the Francisco acquisition in 2002. After acquiring the property, the Company augmented that work and submitted an expanded feasibility study to the Board of Directors in November 2002. The plan for the project calls for mining from an open pit utilizing a conventional truck and shovel and milling operation. Mill capacity was optimized at 5,500 metric tons per day and projected annual production is expected to average 190,000 ounces of gold for 10 years at an estimated total cash cost per ounce of $110. A $101 million capital project has been planned. The major access road running from Choix, in Sinaloa state, to the project is expected to be completed late in the first quarter of 2004. Substantial work has been completed on the camp site, mill site, shop and warehouse sites and haul roads. Purchasing and expediting of major plant and equipment is well underway. The project budget is on track, with $70.0 million in expenditures budgeted for 2004. Construction is expected to continue through most of 2004, with a planned fourth quarter start-up, and estimated production of 35,000 ounces of gold for 2004.

Permitting

The Company has received all required permits for construction and operation of the mine in 2003, and received final permits for construction of a power line in early 2004.

MARLIN PROJECT (San Marcos, Guatemala)

Property

The Marlin Project is owned by Montana Exploradora de Guatemala, S.A. The Marlin Project was also acquired as part of the Francisco acquisition. This project consists of one exploration concession of approximately 39 square miles in western Guatemala near Huehuetenango. Huehuetenango is approximately a six hour drive from Guatemala City. The project is accessed by a combination of paved and gravel roads. The project area varies in elevation, climate and landscape between tropical lowlands and highland peaks and valleys.

Mineralization

The Marlin deposit was first discovered in 1998. The mineralization occurs in a Tertiary age, quartz-adularia epithermal system. This mineralization lies on the eastern portion of a two kilometer east-west trending vein system. Approximately one fifth of the mineralization found to date is oxide. The remaining is transition and sulfide. As of December 31, 2003, the Company had drilled and received analytical assay data on 480 drill holes (reverse circulation and core) totaling 85,247 meters. At year-end, Marlin had proven and probable reserves of 2.2 million ounces of gold and 33.6 million ounces of silver, based on data as of August 30, 2003.

Sampling and Data Verification

Reference is made to Section 14 — Sampling Method and Approach, Section 15 - Sample Preparation, Analysis and Security, and Section 16 — Data Verification of the Marlin Project Technical Report dated November 2003, which sections are incorporated in this Annual Information Form by reference.

Development Activities

Late in the first quarter of 2003, a positive feasibility study on a combination open-pit and underground mine was prepared and presented to the Board of Directors at the first quarter

28

meeting. The Board approved development of the property at that time, and in November 2003, after reviewing the Marlin Project Technical Report, the Board formally approved the $120.0 million construction budget. Project expenditures of approximately $61.6 million are planned in 2004 and $59.0 million in 2005, with an anticipated start-up early in 2006.

Permitting

In late 2003, the Marlin Project obtained its environmental license and exploitation permit which allowed development and mining to proceed.

CERRO SAN PEDRO PROJECT (San Luis Potosi, Mexico)

Property

Glamis de Mexico was 50% owner and operator of Minera San Xavier, S.A. de C.V. (“MSX”) the company that owns the Cerro San Pedro Project.

Under a Share Purchase Agreement effective February 12, 2003, the Company agreed to sell its 50% interest in the Cerro San Pedro Project to Metallica Resources Inc. (“Metallica”) for proceeds of $13.0 million plus additional payments of $5.0 million based on the project being put into commercial production, and a net smelter return royalty of up to 2%, depending on the price of gold. The Company received $2.0 million on closing of this transaction, $5.0 million on August 12, 2003, and received $6.0 million on February 12, 2004. The $2.5 million due on commencement of commercial production, the $2.5 million due twelve months thereafter, and the royalty are considered contingent and have not been recorded in the Company’s books.

In late February 2004, the Company engaged in negotiations for the sale of the royalty to Metallica. As of March 8, 2004, there is no definitive agreement in place regarding the sale.

IMPERIAL PROJECT (Imperial County, California)

Property

Glamis Imperial Corporation holds 664 unpatented mining claims and 281 mill sites in eastern Imperial County, California, totaling approximately 11,400 acres. The Imperial Project is proposed as a run-of-mine heap leach project producing upwards of 120,000 ounces of gold per year over a ten-year mine life.

Development Activities

A feasibility study on the Imperial Project completed in April 1996 showed that the project was economically sound and would provide a positive return on investment. The Company’s financial analysis using a $275 gold price continues to indicate a positive return.

To December 31, 2000, approximately $14.3 million had been expended on acquisition, exploration and development for the Imperial Project. This amount was written off as at December 31, 2000, based on the denial of operating permits by the BLM in January 2001. Additional major capital expenditures for the Imperial Project have been postponed pending completion of project permitting.

In 2002, the Company recommenced the permitting process for the Imperial Project. Concurrently, the BLM completed a validity examination of the unpatented mining claims comprising the project and concluded that the mining claims are valid. However, during 2003, legislative and administrative actions were taken by the State of California to require that any new open pit metallic mines be completely back-filled at the completion of mining. The Company believes that these actions were taken directly to attempt to delay or stop the Company’s Imperial Project, as a requirement to back-fill renders the project uneconomic. Consequently, the Company has filed a Notice of Arbitration against the United States pursuant

29

to the North American Free Trade Agreement. The notice alleges that the Company’s property rights in the Imperial Project in California have been unlawfully taken by various actions of the United States and the State of California, for which it is entitled to compensation. The Company is seeking recovery of the value of the Imperial Project, pre- and post-award interest and various costs incurred by the Company. The Company cannot predict how long it may take to complete this legal process or whether it will be successful in its action.

CERRO BLANCO PROJECT (Southeastern Guatemala)

Property

The Cerro Blanco property is owned by Entre Mares de Guatemala S.A. The property contains mineralization that is part of a hot spring, bonanza-type, gold system.

Mineralization

The geologic resource amounts to 2.4 million ounces of gold-equivalent at an average grade of 1.6 grams of gold per tonne.

Development Activities

Initial exploration work and drill data was geared towards defining an open-pit resource, however, subsequent drilling identified a number of narrower, high-grade intercepts. In response, the Company changed the development scope to underground mining with potential operating synergies with the Marlin property. In late 2002, the Company commenced additional drilling to verify and extend previously discovered high-grade gold mineralization. A total of six holes were completed by year end. During 2003, structural analysis of the deposit was completed, revealing the potential to increase resources by drilling additional targets on the property. An exploration program for 2004 is being developed, with drilling to commence in the first quarter of 2004.

EXPLORATION PROJECTS

The Company expended $9.3 million on various exploration activities in 2003. Of these expenditures, $5.6 million was expensed, and $3.7 million was capitalized. The primary exploration efforts were focused on the Marigold Mine ($2.5 million), and the two Guatemalan properties, Marlin ($5.5 million) and Cerro Blanco ($0.6 million). Results are described in more detail under the project headings.

In 2004, the Company has budgeted $9.5 million for continued exploration and development drilling. The most significant expenditures are planned for the Marlin Project ($4.2 million), the Marigold Millennium Expansion Project ($2.1 million), the San Martin Mine and other Honduras exploration ($0.5 million), the Cerro Blanco Project ($0.7 million), regional exploration in Guatemala ($1.2 million) and Mexico ($0.6 million). Exploration expenditures are results-driven, and funding may increase, decrease, or be re-allocated among projects.

ITEM 6: SELECTED CONSOLIDATED FINANCIAL INFORMATION

SELECTED FINANCIAL INFORMATION

Reference is made to pages 28 through 48 of the 2003 Annual Report to Shareholders, which are incorporated herein by reference. These pages contain the Company’s audited consolidated financial statements. Reference is also made to pages 19 through 27 of the 2003 Annual Report to Shareholders, which are incorporated herein by reference, for Management’s Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 31, 2003, 2002 and 2001. Supplemental information for the years 1999-2003 is shown below:

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	Year ended December 31,
	2003		2002		2001		2000			1999
Production statistics:
Total cash cost per ounce ($)		184		160		172		222			219
Ounces of gold produced		230,294		251,919		230,065		218,390			175,894
Average gold price realized per ounce ($)		368		313		272		280			278
Operating summary (millions of US dollars):
Revenues		84.0		80.8		64.3		61.6			56.7
Net earnings (loss)		18.0		13.7		4.8		(48.7	)		(21.6	)
Cash flow from operations		33.9		33.8		18.5		6.6			1.7
Financial Status: (millions of US dollars):
Working capital		145.4		169.1		53.4		18.2			61.3
Total assets		530.6		474.5		148.7		112.5			163.4
Long-term liabilities		88.2		77.3		17.8		19.3			17.9
Shareholders’ equity		431.6		385.8		123.4		82.8			137.9
Per common share ($):
Net earnings (loss)		0.14		0.14		0.07		(0.70	)		(0.33	)
Book value		3.32		3.06		1.48		1.18			1.97
Dividends		—		—		—		—			—

Dividends

No dividends were declared or paid in 2003, 2002, or 2001. It is not anticipated that dividends will be paid in 2004 as the Company’s cash is being used for the development activities at El Sauzal, Marlin and Margiold.

If dividends are declared, it is the Company’s policy to declare and pay such dividends in United States funds. The declaration and payment of future dividends is dependent upon the Company’s financial condition and other factors considered by the Board of Directors. See “Certain Tax Matters — Canadian Federal Income Tax Considerations” for information with respect to Canadian withholding tax applicable to non-Canadian shareholders.

Investment Canada Act

There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of common shares of the Company, other than withholding tax requirements (see “Certain Tax Matters” below).

There is no limitation imposed by Canadian law or by the memorandum or articles of the Company on the right of a non-resident to hold or vote common shares of the Company, other than as provided in the Investment Canada Act (Canada) (the “Investment Act”). The following discussion summarizes the principal features of the Investment Act for a non-resident who proposes to acquire common shares of the Company. It is general only and is not a substitute for independent advice from an investor’s own advisor, nor does it anticipate statutory or regulatory amendments.

The Investment Act generally prohibits implementation of a reviewable investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture that is not a “Canadian” as defined in the Investment Act (a “non-Canadian”), unless after review the minister responsible for the Investment Act (the “Minister”) is satisfied that the investment is likely to be of net benefit to Canada. An investment in common shares of the Company by a non-Canadian, other than one who is located in a World Trade Organization country (a “WTO Investor”) when the Company was not controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of the Company and the value of the assets of the Company was Cdn.$5 million or

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more, or if an order for review was made by the federal cabinet on the grounds that the investment related to Canada’s cultural heritage or national identity. An investment in common shares of the Company by a WTO Investor, or by a non-Canadian when the Company was controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of the Company and the value of the assets of the Company in 2004 exceeds approximately Cdn.$237 million. A non-Canadian would acquire control of the Company for the purposes of the Investment Act if the non-Canadian acquired a majority of the common shares of the Company. The acquisition of less than a majority but one third or more of the common shares of the Company would be presumed to be an acquisition of control of the Company unless it could be established that, on the acquisition, the Company was not controlled in fact by the acquiror through the ownership of common shares.

Certain transactions relating to common shares of the Company would be exempt from the Investment Act, including:

(a)	acquisition of common shares of the Company by a person in the ordinary course of that person’s business as a trader or dealer in securities,
(b)	acquisition of control of the Company in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act, and
(c)	acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of the Company, through the ownership of common shares, remained unchanged.

Certain Tax Matters

The following paragraphs summarize certain United States federal income tax considerations in connection with the receipt of distributions paid on Common Shares and the disposition of Common Shares of the Company as well as certain Canadian federal income tax considerations applicable to certain non-residents of Canada. These tax considerations are stated in brief and general terms and are based on United States and Canadian law currently in effect. There are other potentially significant United States and Canadian federal income tax considerations, including proposals to amend some of the rules summarized herein, and state, provincial or local income tax considerations with respect to ownership and disposition of the Common Shares that are not discussed herein. The tax considerations relative to ownership and disposition of the Common Shares may vary from taxpayer to taxpayer depending on the taxpayer’s particular status. Accordingly, prospective purchasers should consult with their tax advisors regarding tax considerations that may apply to their particular situation.

United States Federal Income Tax Considerations for U.S. Holders

The following is a general discussion of certain possible United States federal income tax consequences, under current law, generally applicable to a U.S. Holder (as defined below) of Common Shares of the Company who holds such shares as capital assets. This discussion does not address all potentially relevant United States federal income tax matters. In particular, this discussion does not address the potential application of the United States alternative minimum tax or United States federal income tax consequences peculiar to persons subject to special provisions of United States federal income tax law, including but not limited to broker-dealers, taxpayers who have elected mark-to-market accounting, tax-exempt organizations, qualified retirement plans, financial institutions, insurance companies, real estate dealers, partnership or other pass-through entities, and shareholders who acquired their stock through the exercise of employee stock options or otherwise as compensation. In addition, this discussion does not cover any state, local or non-United

32

States tax consequences, other than certain Canadian federal income tax considerations, discussed at “Canadian Federal Income Tax Considerations” below.

The following discussion is based upon the United States Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time. In addition, this discussion does not consider the potential effects, both adverse and beneficial, of any recently proposed legislation that, if enacted, could be applied, possibly on a retroactive basis, at any time. The following discussion is for general information only and it is not intended to be, nor should it be construed to be, legal or tax advice to any holder or prospective holder of Common Shares of the Company and no opinion or representation with respect to the United States federal income tax consequences to any such holder or prospective holder is made. Accordingly, holders and prospective holders of Common Shares of the Company should consult their own tax advisors about the federal, state, local and foreign tax consequences of purchasing, owning and disposing of Common Shares of the Company.

U.S. Holders

As used herein, a “U.S. Holder” includes a holder of Common Shares of the Company who is a citizen or individual resident of the United States, a corporation created or organized in or under the laws of the United States or of any political subdivision thereof or a trust or estate the income of which is taxable in the United States irrespective of source. Generally a trust is a U.S. Holder for federal income tax purposes if, and only if (i) a court within the United States is able to exercise primary supervision over the administration of the trust, and (ii) one or more United States persons have the authority to control all substantial decisions of the trust.

Distributions on Common Shares of the Company

The following discussion regarding the United States federal income tax consequences of distributions received by U.S. Holders with respect to Common Shares of the Company is subject to the discussion of the passive foreign investment company rules herein (see “Passive Foreign Investment Company” below). U.S. Holders receiving distributions (including constructive distributions) with respect to Common Shares of the Company are required to include in gross income for United States federal income tax purposes as dividends the gross amount of such distributions to the extent that the Company has current or accumulated earnings and profits (as determined for United States federal income tax purposes), without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s United States federal income tax. (See more detailed discussion at “Foreign Tax Credit” below). Dividends paid on Common Shares of the Company generally will not be eligible for the dividends received deduction available to corporations.

A corporate U.S. Holder that owns 10% or more of the voting stock of the Company and receives a dividend distribution from the Company may be entitled to a foreign tax credit for its pro-rata share of underlying Canadian corporate tax paid by the Company. The availability of this credit is subject to several complex limitations that are beyond the scope of this discussion, and holders are advised to consult their own tax advisors regarding the availability of this credit.

To the extent that distributions exceed current or accumulated earnings and profits of the Company, they will be treated first as a return of capital up to the U.S. Holder’s adjusted tax basis in the Common Shares (and, to that extent, will reduce the U.S. Holder’s adjusted tax basis), and, thereafter, as gain from the sale or exchange of the Common Shares. (See more detailed discussion at “Disposition of Common Shares of the Company” below.)

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Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of Common Shares of the Company may be entitled, at the option of the U.S. Holder, to either a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign income taxes paid by (or withheld from) the U.S. Holder during the year.

The amount of foreign income taxes which may be claimed as a credit in any year is subject to significant and complex limitations, including the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In applying this limitation, the U.S. Holder’s various items of income and deduction must be classified into foreign and domestic sources, and complex rules govern the classification process. In addition, the foregoing limitation on the foreign tax credit is applied separately with respect to specific classes of income (such as “passive income”, “high withholding tax interest”, “financial services income”, “shipping income”, and certain other classifications of income), thereby generally limiting the foreign tax credits allowable with respect to each class of income to the United States federal income taxes otherwise payable (or deemed payable) with respect to foreign source income in each such class. Furthermore, the rules for foreign tax credits and deductions are subject to further modification under the United States — Canada Income Tax Treaty. Due to the complexity of the rules governing the availability of, and limitations with respect to, the foreign tax credit, and the fact-specific application of those rules, holders and prospective holders of Common Shares of the Company should consult their own tax advisors regarding their entitlement to any foreign tax credit given their specific circumstances.

Disposition of Common Shares of the Company

The following discussion regarding the United States federal income tax consequences of dispositions of Common Shares of the Company by U.S. Holders is subject to the discussion of the passive foreign investment company rules herein (see “Passive Foreign Investment Company” below). A U.S. Holder will recognize a gain or loss upon the sale, exchange or other taxable disposition of Common Shares of the Company equal to the difference, if any, between (a) the amount of cash plus the fair market value of any property received upon the disposition, and (b) the shareholder’s adjusted tax basis in the Common Shares of the Company. This gain or loss will be capital gain or loss if the Common Shares are a capital asset in the hands of the U.S. Holder, and will be a short-term or long-term capital gain, or short-term or long-term capital loss, depending upon the holding period of the U.S. Holder. Gains and losses are netted and combined according to special rules in arriving at the overall capital gain or loss for a particular tax year. Preferential tax rates for net long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust. In addition, deductions for net capital losses are subject to significant limitations. For U.S. Holders who are individuals, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders that are corporations (other than corporations subject to Subchapter S of the Code), any unused net capital loss may generally be carried back three years from the loss year and carried forward five years from the loss year to be offset against capital gains.

Passive Foreign Investment Company

In the following circumstance, the above sections of this discussion may not describe the United States federal income tax consequences resulting from the holding and disposition of Common Shares of the Company.

As a foreign corporation with U.S. Holders, the Company could potentially be treated as a passive foreign investment company (“PFIC”), as defined in Section 1297 of the Code, depending upon the

34

percentage of the Company’s income which is passive, or the percentage of the Company’s assets which produce, or are held for the production of, passive income. U.S. Holders owning common shares of a PFIC are subject to an additional tax on excess distributions and to an interest charge based on the value of deferral of tax for the period during which the common shares of the PFIC are owned. In addition, they are subject to treatment of gain realized on disposition of common shares of the PFIC as ordinary income, rather than capital gain, similarly subject to an additional tax and interest charge.

However, if the U.S. Holder makes a timely election to treat a PFIC as a qualified electing fund (“QEF”) with respect to such shareholder’s interest therein, the above-described rules generally will not apply. Instead, the electing U.S. Holder would include annually in gross income their pro rata share of the PFIC’s ordinary earnings, and net capital gain regardless of whether such income or gain was actually distributed. A U.S. holder is not required to make a QEF election simply because another U.S. Holder makes the election. Gain realized on disposition of common shares of a QEF generally is treated as capital gain if the shares are a capital asset of the disposing shareholder.

Alternatively, a U.S. Holder may make a mark-to-market election for certain PFICs with marketable stock, thereby potentially avoiding the adverse tax consequences of PFIC characterization. Under such an election, the shareholder would determine his, her or its income or loss with respect to the PFIC stock as of the close of each taxable year. For example, an electing shareholder would include in income each year an amount equal to the excess, if any, of the fair market value of the PFIC stock as of the close of the taxable year over the shareholder’s adjusted basis in such stock. Any income included in income pursuant to the mark-to-market election would be treated as ordinary income. For tax years where the shareholder’s adjusted basis in the PFIC stock exceeds its fair market value, an electing shareholder may be entitled to a deduction, subject to certain limitations. Special rules apply to U.S. Holders who own their interests in a PFIC through intermediate entities or persons.

The Company believes that it was not a PFIC in any of the years ended December 31, 2003, 2002 or 2001. The Company’s determination in this respect has been made after a review of the regulations regarding PFICs and the application of those rules to its own past and present circumstances. The Company may have been a PFIC in earlier years. There can be no assurance that the Company’s determination concerning its PFIC status will not be challenged by the IRS, or that it will be able to satisfy record keeping requirements that will be imposed on QEFs. U.S. taxpayers who hold the Company’s shares may wish to consult with a personal tax advisor concerning the possible application of the PFIC provisions to their personal circumstances.

Canadian Federal Income Tax Considerations

Dividends paid on Common Shares held by non-residents of Canada will generally be subject to Canadian withholding tax. This withholding tax is levied at the basic rate of 25%, although this rate may be reduced by the terms of any applicable tax treaty. The Canada — U.S. tax treaty provides that the withholding rate on dividends paid to U.S. residents on Common Shares is generally 15% unless the holder is a company that owns at least 10% of the Common Shares, in which case the withholding rate is 5%.

Generally, a non-resident of Canada who holds Common Shares as capital property will not be subject to Canadian federal income tax on capital gains realized on the disposition of his Common Shares unless the holder either alone or together with persons with whom the holder does not deal with at arm’s length owns 25% or more of the outstanding Common Shares at any time in the previous 60 months. The Canada-U.S. tax treaty would generally exempt a capital gain realized by a resident of the United States from taxation by Canada.

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ITEM 7: DESCRIPTION OF CAPITAL STRUCTURE

The Company has two classes of equity securities: common shares and preferred shares. There are currently 200,000,000 Common shares without par value authorized, and 130,133,678 issued and fully paid as at December 31, 2003. Each common share is entitled to one vote. There are 5,000,000 CDN$10 par value preferred shares authorized, of which none have been issued. The preferred shares have no voting rights unless the Company is in arrears on stated dividends for more than 24 months. At that time, each preferred share would be entitled to one vote. The preferred shares, if issued, would have preference over the common shares of the Company with respect to priority in the payment of dividends, or any distribution of assets of the Company in respect of winding-up of the Company affairs.

ITEM 8: MARKETS FOR SECURITIES

The Common Shares of the Company were first sold to the public under a prospectus dated May 2, 1973 at Cdn.$0.50 per share. The Company’s Common Shares are listed on the Toronto Stock Exchange and the New York Stock Exchange. Stock price history for the years 2003, 2002 and 2001 can be found on the inside back cover of the 2003 Annual Report to Shareholders, which is incorporated herein by reference. Monthly high/low and volumes for 2003 are shown below:

Trading History on the Toronto Stock Exchange:

	Sales Price (Cdn$)
					Average daily
2003	Low		High		volume
January	Cdn.$16.97		Cdn.$20.06			886,972
February		16.10		19.68		752,450
March		13.00		16.30		655,380
April		13.60		16.90		675,233
May		14.50		16.97		819,766
June		14.32		16.35		501,571
July		15.19		18.00		429,840
August		17.26		20.53		564,870
September		17.39		19.63		679,233
October		16.99		19.20		428,704
November		17.83		22.80		569,025
December		19.55		23.55		463,477

The price of the Company’s Common Shares as reported by the Toronto Stock Exchange at the close of business on December 31, 2003 was Cdn.$22.28 per share and on March 8, 2004 was Cdn.$21.75 per share.

Trading History on the New York Stock Exchange:

	Sales Price (US$)
					Average daily
2003	Low		High		volume
January	$	10.76	$	13.20		1,408,895
February		10.78		13.00		1,359,836
March		8.45		11.02		1,306,671
April		8.90		11.58		976,285
May		10.48		12.88		1,013,628
June		10.50		12.14		733,057
July		10.82		13.06		691,918
August		12.33		14.70		1,010,980
September		12.78		14.29		1,265,566
October		12.58		14.66		833,695
November		13.37		17.60		1,141,589
December		14.73		18.20		996,736

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The price of Company’s Common Shares as reported by the New York Stock Exchange at the close of business on December 31, 2003 was $17.12 and on March 8, 2004 was $16.49 per share.

ITEM 9: ESCROWED SECURITIES

The Company has 581,250 common shares held in escrow pursuant to a Francisco agreement dated June 10, 1986. These escrowed shares are the result of the acquisition of Francisco in July 2002.

ITEM 10: DIRECTORS AND OFFICERS

Reference is made to the sections “Security Ownership by Directors and Executive Officers”, “Elections of Directors” and “Corporate Governance and Committees” on pages 3 through 15 of the Information Circular and Proxy Statement of the Company dated March 1, 2004, which are incorporated herein by reference. Information on the officers of the Company is shown below.

Name and residence	Position and Term Served
A. Dan Rovig Reno, Nevada	Chairman of the Board since November 1998; President and Chief Executive Officer of the Company from November 1989 to August 1997. Mr. Rovig served as a consultant to the Company September 1997 to October 1998 before being appointed Chairman of the Board.
C. Kevin McArthur Reno, Nevada	President and Chief Executive Officer of the Company since January 1998; Chief Operating Officer July 1997 to December 1997.
Charles A. Jeannes Reno, Nevada	Senior Vice-President Administration, General Counsel and Secretary of the Company since April 1999; Vice President and General Counsel of Placer Dome North America, August 1997 to April 1999.
James S. Voorhees Reno, Nevada	Vice President and Chief Operating Officer of the Company since June 1999; Director of Project Management, Newmont Mining Company, August 1997 to May 1999.
Steven L. Baumann Reno, Nevada	Vice President, Latin America Operations of the Company since January 1999; Vice President, General Manager, Chemgold, Inc., August 1997 to December 1999.
Cheryl S. Maher Reno, Nevada	Vice President Finance, Chief Financial Officer and Treasurer of the Company since March 2000; Treasurer, September 1999 to March 2000; Assistant Treasurer, April 1999 to September 1999; Consultant and practicing C.P.A., January 1998 to February 1999.
David L. Hyatt Reno, Nevada	Vice President, U.S. Operations of the Company since June 2002 Vice President, Investor Relations of the Company March 2000 to June 2002; Vice President, Nevada Operations April 1999 to March 2000; Vice President, General Manager Glamis Rand Mining Co., August 1997 to April 1999.

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Name and residence	Position and Term Served
Michael A. Steeves Reno, Nevada	Vice President, Investor Relations of the Company since June 2002; Director of Investor Relations, Coeur d’Alene Mines Corp. November 1998 to May 2002; Vice President, Investor Relations and Director, Augusta Resource Corporation, December 1997-October 1998

ITEM 11: PROMOTERS

None.

ITEM 12: LEGAL PROCEEDINGS

During 2003, legislative and administrative actions were taken by the State of California to require that any new open pit metallic mines be completely back-filled at the completion of mining. The Company believes that these actions were taken directly to attempt to delay or stop the Company’s Imperial Project, as a requirement to back-fill renders the project uneconomic. Consequently, the Company has filed a Notice of Arbitration against the United States pursuant to the North American Free Trade Agreement. The Notice alleges that the Company’s property rights comprising its Imperial Project in California have been unlawfully taken by various actions of the United States and the State of California, for which it is entitled to compensation. The Company is seeking recovery of the value of the Imperial Project, pre- and post-award interest and various costs incurred by the Company. The Company cannot predict how long it may take to complete this legal process or whether it will be successful in its action.

In Honduras, two actions are currently pending. In the first action, a criminal suit originally filed in January 2000 by the Honduran prosecutor’s office is still pending. The suit alleges illegal use of water, damage to a local river from sand and gravel extraction operations, and the removal of trees without appropriate permits. The Company has denied all of the allegations and has petitioned for final dismissal of the case. In a civil action, both the Country of Honduras and the Company, as intervenor, have appealed a recent lower court decision in favor of a private party against the Country of Honduras where the plaintiff is suing for recognition of their right of a mineral discovery in the area of the San Martin Mine. However, the alleged site is located outside the present and anticipated mining areas of the mine. The Company believes none of these actions will have a material adverse effect on the financial position or results of operations of the Company.

On March 2, 2004, the Company received notice that the Record of Decision issued by the Bureau of Land Management (“BLM”) approving the Millennium expansion at the Marigold Mine has been appealed to the Department of the Interior Board of Land Appeals by Western Exploration Inc., a company that holds private lands adjoining the expansion area. The appeal alleges the potential for future harm to these lands from the placement of heap leach pads or waste dumps, and requests that these facilities be moved to other areas on the Marigold property. The appellant has requested that the Record of Decision be stayed while its appeal is considered.

Each of the arguments set out in the appeal have previously been rejected by the BLM during the comment periods on the Company’s operating plan. While the Company believes the appeal is factually and legally without merit and intends to vigorously assist the BLM in defense of the Record of Decision, the Company cannot predict what the ultimate outcome might be.

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ITEM 13: INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

The Company believes no director or executive officer of the Company has had any interest in any material transaction during the years ended December 31, 2003, 2002 and 2001, save and except for the involvement of Mr. Randy Reifel, a director of the Company, in the acquisition of Francisco by the Company through a plan of arrangement.

At the time of closing of the acquisition, Mr. Randy Reifel was a director, the President and acting Chief Financial Officer of Francisco and he became a director of the Company. At such time, Mr. Reifel held 2,103,754 shares of Francisco (12.6% of its outstanding shares) and held share purchase options to acquire 450,000 shares of Francisco at a price of Cdn$6.25 each. Under the plan of arrangement these were converted into 3,260,809 common shares of the Company and an option to acquire 697,500 common shares at a price of Cdn$3.07 each.

ITEM 14: TRANSFER AGENTS AND REGISTRAR

The transfer agent and registrar in Canada is Computershare Trust Company of Canada, Vancouver, B.C., Canada. The Co-registrar and Co-transfer agent is Computershare Investor Services, Golden, Colorado, U.S.A.

ITEM 15: MATERIAL CONTRACTS

The Company has no material contracts outside those entered into in the ordinary course of business.

ITEM 16: INTERESTS OF EXPERTS

Mine Development Associates, Reno, Nevada, audited the mineral reserves of the Company for 2003 and 2002. All invoices are settled in cash.

ITEM 17: ADDITIONAL INFORMATION

Additional information relating to the Company can be found on SEDAR at www.sedar.com; at the United States Securities and Exchange Commission website at www.sec.gov; or on the Company’s website at www.glamis.com

Additional information, including directors’ and officers’ remuneration and indebtedness, principal holders of the Company’s securities, options to purchase securities, and interests of insiders in material transactions, if applicable, is contained in the Company’s Information Circular and Proxy Statement dated March 1, 2004. Additional financial information is provided in the Company’s 2003 Annual Report to Shareholders.

INFORMATION CONCERNING THE COMPANY’S AUDIT COMMITTEE AND EXTERNAL AUDITOR

Audit Committee

The Company’s Board of Directors has a separately-designated standing Audit Committee for the purpose of overseeing the accounting and financial reporting processes of the Company and audits of the Company’s annual financial statements. As of the date of this Report, the members

39

of the Audit Committee include K.F. Williamson (Chairman), A.D. Rovig, and I.S. Davidson. The Company’s Board of Directors has determined that all the members of the Audit Committee are deemed independent, as that term is defined by the New York Stock Exchange’s corporate governance listing standards applicable to the Company. The charter for the Company’s Audit Committee can be reviewed at the Company’s website www.glamis.com.

KPMG LLP has served as the Company’s auditing firm since March 11, 1986. Fees billed by KPMG LLP and its affiliates during fiscal 2003 and fiscal 2002 were $604,840 and $658,000, respectively. The aggregate fees billed by the auditors in fiscal 2003 and fiscal 2002 are detailed below.

	Fiscal 2003		Fiscal 2002
Audit Fees	US$	296,933	US$	282,000
Audit Related Fees	US$	58,173	US$	139,000
Tax Fees	US$	242,935	US$	237,000
All Other Fees	US$	6,799	US$nil
Total Fees	US$	604,840	US$	658,000

The nature of each category of fees is as follows:

Audit Fees:

Audit fees were paid for professional services rendered by the auditors for the audit of the Company’s annual consolidated financial statements or services provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees:

Audit-related fees were paid for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under the Audit Fees item above.

Tax Fees:

Tax fees were paid for tax compliance, tax advice and tax planning professional services. These services consisted of: tax compliance including the review of original and amended tax returns; assistance with questions regarding tax audits; assistance in completing routine tax schedules and calculations; and tax planning and advisory services relating to common forms of domestic and international taxation.

All Other Fees:

All other fees were paid for maintenance of a registered office.

Pre-Approval Policies and Procedures:

All services to be performed by the Company’s Independent Auditor must be approved in advance by the Audit Committee. The Audit Committee has considered whether the provision of services other than audit services is compatible with maintaining the auditors’ independence and has adopted a policy governing the provision of these services. This policy requires the pre-approval by the Audit Committee of all audit and non-audit services provided by the external auditor, other than any de minimus non-audit services allowed by applicable law or regulation.

Pre-approval from the Audit Committee can be sought for planned engagements based on budgeted or committed fees. No further approval is required to pay pre-approved fees. Additional pre-approval is required for any increase in scope or in final fees.

40

EX-1

Annaul Information Form

EX-2

EXHIBIT 2

Consolidated Financial Statements
(Expressed in millions of United States dollars)

GLAMIS GOLD LTD.

Years ended December 31, 2003, 2002 and 2001

MANAGEMENT’S RESPONSIBILITY

The accompanying consolidated financial statements and all of the data included in this annual report have been prepared by and are the responsibility of management of the Company. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Canada and reflect management’s best estimates and judgements based on currently available information. The Company has developed and maintains systems of internal accounting controls in order to assure, on a reasonable and cost-effective basis, the reliability of its financial information, and that assets are safeguarded from loss.

The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and internal control. The Board exercises its responsibilities through the Audit Committee of the Board which meets with the external auditors to satisfy itself that management’s responsibilities are properly discharged and to review the financial statements before they are presented to the Board of Directors for approval.

The consolidated financial statements have been audited by KPMG LLP Chartered Accountants. Their report outlines the scope of their examination and opinion on the consolidated financial statements.

/s/ C. Kevin McArthur	/s/ Cheryl S. Maher
C. Kevin McArthur President and Chief Executive Officer February 6, 2004	Cheryl S. Maher Vice President Finance, Chief Financial Officer February 6, 2004

KPMG LLP	Telephone (604) 691-3000
Chartered Accountants	Telefax     (604) 691-3031
Box 10426, 777 Dunsmuir Street	www.kpmg.ca
Vancouver BC V7Y 1K3
Canada

AUDITORS’ REPORT TO THE BOARD OF DIRECTORS

We have audited the consolidated balance sheets of Glamis Gold Ltd. as at December 31, 2003 and 2002 and the consolidated statements of operations, deficit and cash flows for each of the years in the three-year period ended December 31, 2003. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2003 and 2002 and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2003 in accordance with Canadian generally accepted accounting principles. As required by the Company Act (British Columbia), we report that, in our opinion, these principles have been applied on a consistent basis.

KPMG LLP

Chartered Accountants

Vancouver, Canada

February 6, 2004

KPMG LLP, A Canadian owned limited liability partnership established under the laws of Ontario,
is the Canadian member firm of KPMG International, a Swiss nonoperating association.

GLAMIS GOLD LTD.
Consolidated Balance Sheets
(Expressed in millions of United States dollars)

December 31, 2003 and 2002

	2003			2002
Assets
Current assets:
Cash and cash equivalents	$	126.1		$	160.0
Accounts and interest receivable		12.3			2.1
Taxes recoverable		—			1.1
Inventory (note 4)		16.7			16.6
Prepaid expenses and other		1.1			0.7
		156.2			180.5
Mineral property, plant and equipment (note 5)		361.1			285.0
Other assets (note 6)		13.3			9.0
	$	530.6		$	474.5
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	9.4		$	8.3
Site closure and reclamation costs, current (notes 6 and 7)		1.3			2.4
Taxes payable		0.1			0.7
		10.8			11.4
Site closure and reclamation costs (notes 6 and 7)		6.0			6.9
Future income taxes (note 10)		82.2			70.4
		99.0			88.7
Shareholders’ equity:
Share capital (note 8):
Authorized:
200,000,000 common shares without par value 5,000,000 preferred shares, CDN$10 par value, issuable in Series
Issued and fully paid:
130,133,678 (2002 - 125,978,115) common shares		465.4			437.6
Contributed surplus		6.0			6.0
Deficit		(39.8	)		(57.8	)
		431.6			385.8
	$	530.6		$	474.5

Commitments and contingencies (notes 5, 6, 7 and 14)

See accompanying notes to consolidated financial statements.

Approved on behalf of the Board:

/s/ C. Kevin McArthur	/s/ A. Dan Rovig
Director	Director

1

GLAMIS GOLD LTD.
Consolidated Statements of Operations
(Expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

	2003			2002		2001
Revenue	$	84.0		$	80.8	$	64.3
Costs and expenses:
Cost of sales		41.6			41.1		40.5
Depreciation and depletion		17.0			17.9		12.7
Site closure and reclamation (note 7)		1.3			1.4		(0.1	)
Exploration		5.6			3.2		1.7
General and administrative		5.9			4.6		4.4
		71.4			68.2		59.2
Earnings from operations		12.6			12.6		5.1
Interest and other income (note 9)		4.4			2.3		1.1
Earnings before income taxes		17.0			14.9		6.2
Provision for (recovery of) income taxes (note 10):
Current		0.2			0.4		0.3
Future		(1.2	)		0.8		1.1
		(1.0	)		1.2		1.4
Net earnings for the year	$	18.0		$	13.7	$	4.8
Earnings per share:
Basic	$	0.14		$	0.14	$	0.07
Diluted		0.14			0.14		0.07
Weighted average common shares outstanding:
Basic		128,118,980			98,823,366		73,585,155
Diluted		129,738,017			100,390,248		74,374,926

See accompanying notes to consolidated financial statements

2

GLAMIS GOLD LTD.
Consolidated Statements of Deficit
(Expressed in millions of United States dollars)

Years ended December 31, 2003, 2002 and 2001

	2003			2002			2001
Deficit, beginning of year	$	(57.8	)	$	(71.5	)	$	(76.3	)
Net earnings for the year		18.0			13.7			4.8
Deficit, end of year	$	(39.8	)	$	(57.8	)	$	(71.5	)

See accompanying notes to consolidated financial statements.

3

GLAMIS GOLD LTD.
Consolidated Statements of Cash Flows
(Expressed in millions of United States dollars)

Years ended December 31, 2003, 2002 and 2001

	2003			2002			2001
Cash flows from operating activities:
Net earnings for the year	$	18.0		$	13.7		$	4.8
Non-cash items:
Depreciation and depletion		17.0			17.9			12.7
Accrual for site closure and reclamation		1.3			1.4			(0.1	)
Future income taxes		(1.2	)		0.8			1.1
Gain on sale of investments and property		(1.6	)		—			—
Other non-cash adjustments		0.4			—			—
		33.9			33.8			18.5
Changes in non-cash operating working capital:
Accounts receivable		(4.5	)		(1.0	)		(0.4	)
Taxes recoverable/payable		0.4			(0.2	)		0.3
Inventory		(0.2	)		(4.3	)		(0.7	)
Prepaid expenses and other		(0.4	)		0.1			(0.3	)
Accounts payable and accrued liabilities		1.1			2.4			(3.0	)
Site closure and reclamation expenditures		(3.3	)		(2.5	)		(2.6	)
Net cash provided by operating activities		27.0			28.3			11.8
Cash flows from (used in) investing activities:
Business acquisitions, net of cash acquired (note 3)		(1.6	)		(6.1	)		—
Purchase of mineral property, plant and equipment, net of disposals		(72.0	)		(24.7	)		(14.5	)
Proceeds from sale of investments and mineral property		6.8			0.5			0.1
Purchase of other assets, net of disposals		(1.2	)		(2.2	)		(0.6	)
Cash used in investing activities		(68.0	)		(32.5	)		(15.0	)
Cash flows from financing activities:
Proceeds from issuance of common shares		7.1			118.3			35.8
Cash provided by financing activities		7.1			118.3			35.8
Increase (decrease) in cash and cash equivalents		(33.9	)		114.1			32.6
Cash and cash equivalents, beginning of year		160.0			45.9			13.3
Cash and cash equivalents, end of year	$	126.1		$	160.0		$	45.9
Supplemental disclosures of cash flow information:
Cash paid (received) during the year for:
Interest	$	(2.8	)	$	(0.9	)	$	(0.7	)
Taxes		(3.6	)		0.7			(0.4	)

Non-cash financing and investing activities (notes 3 and 11)

See accompanying notes to consolidated financial statements.

4

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

1.	Nature of operations:
	The Company and its wholly owned subsidiaries are engaged in the exploration, development and extraction of precious metals principally in the States of California and Nevada in the United States of America, and in Honduras, Mexico and Guatemala.
2.	Significant accounting policies:

(a)	Generally accepted accounting principles:
	These consolidated financial statements have been prepared in accordance with accounting principles and practices that are generally accepted in Canada, which conform, in all material respects, with those generally accepted in the United States, except as explained in note 15.
(b)	Principles of consolidation:
	The consolidated financial statements include the accounts of the Company and its direct and indirect wholly owned subsidiaries and its proportionate share of the accounts of joint ventures in which the Company has an interest. All material intercompany transactions and balances have been eliminated.
(c)	Cash equivalents:
	Cash equivalents are highly liquid investments, such as term deposits with major financial institutions, having a maturity of three months or less at acquisition, that are readily convertible to contracted amounts of cash.
(d)	Inventory:

(i)	Finished goods inventory is metals available for sale and is stated at the lower of cost and net realizable value.
(ii)	Work-in-progress inventory, which consists of ore on leach pads, is valued at the lower of average production cost and net realizable value. Production costs relate to the cost of placing the ore on the leach pad and include direct mining, crushing, agglomerating and conveying costs, as applicable, for the different mine operations. These costs are charged to operations and included in cost of sales on the basis of ounces of gold recovered. Based upon actual gold recoveries and operating plans, the Company continuously evaluates and refines estimates used in determining the costs charged to operations and the carrying value of costs associated with the ore on the leach pads.
(iii)	Supplies and spare parts inventory is stated at the lower of average cost and replacement cost.

5

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

2. Significant accounting policies (continued):

(e) Mineral property, plant and equipment:

(i)	Mineral property acquisition and mine development costs:
	The Company holds interests in mineral properties in various forms, including fee lands, patented or unpatented mining claims, prospecting licenses, exploration and exploitation concessions, mineral leases and surface rights. All of the interests are capitalized as mineral property acquisition costs (note 5).

(A)	Property acquisition and mine development costs are recorded at cost and amortized by the unit-of-production method based on estimated recoverable reserves. Pre-production expenditures and revenues are capitalized until the commencement of commercial production. If it is determined that the deferred costs related to a property are not recoverable over its productive life, the unrecoverable portion is charged to operations in the period such determination is made.
(B)	Mine development costs for current production are charged to operations as incurred. Mine development costs incurred to expand operating capacity, develop new ore bodies or develop mine areas in advance of current production are deferred and then amortized on a unit-of-production basis. General and administrative costs are expensed as incurred.
(C)	Exploration expenditures on properties not advanced enough to identify their development potential are charged to operations as incurred. Expenditures incurred on non-producing properties identified as having development potential, as evidenced by a positive economic analysis of the project, are deferred. If a project is abandoned or it is determined that the deferred costs may not be recovered based on current economics or permitting considerations, the accumulated project costs are charged to operations in the period in which the determination is made.

(ii)

Plant and equipment:

Plant and equipment is stated at cost less accumulated depreciation. Leach pads are depreciated on a unit-of-production basis over estimated recoverable reserves expected to be processed from the leach pad. Mining equipment and other asset categories are depreciated using the straight-line method over their estimated useful lives. Estimated useful lives for mining equipment and major asset categories range from three to ten years. Replacements and major improvements are capitalized.

6

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

2. Significant accounting policies (continued):

(f)	Site closure and reclamation costs:
	Minimum standards for site closure and mine reclamation have been established by various governmental agencies that affect certain operations of the Company. A reserve for future site closure and mine reclamation costs has been established based upon the estimated costs to comply with existing reclamation standards. Site closure and mine reclamation costs for operating properties are accrued using the unit-of-production method. The effect of increases or decreases in estimated future costs resulting from amendments to reclamation standards by the regulatory authorities, changes to the extent of remediation required, experience gained by the Company and others on similar properties, or other factors, are reflected in earnings from properties currently in production, prospectively, commencing in the period the estimate is revised.
(g)	Revenue recognition:
	Revenue is recognized when metal is delivered and title passes. Costs incurred or premium income received on forward sales or options contracts are recognized in revenue when the contracts expire or production is delivered. Changes in the fair value of the related asset or liability are recognized in earnings.
(h)	Stock-based compensation:
	The Company has a stock option plan and a stock-based management incentive plan, both of which are described in note 8(b). Effective January 1, 2002, stock-based payments to non-employees, and employee awards that are direct awards of stock, call for settlement in cash or other assets, or are stock appreciation rights that call for settlement by the issuance of equity instruments, are accounted for using the fair value method. No compensation cost is recorded for all other stock-based employee compensation awards. Consideration paid by employees on the exercise of stock options is recorded as share capital. The Company discloses the pro forma effect of accounting for these awards under the fair value method in note 8(b).
	Prior to January 1, 2002, no compensation expense was recorded for the Company’s stock-based plans when the options or incentives were granted. Consideration paid by directors, officers and employees on exercise of stock options was credited to share capital. Any compensation liability under the stock-based management incentive plan was accrued as compensation expense.

7

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

2. Significant accounting policies (continued):

(i)	Income taxes:
	The Company accounts for income taxes using the asset and liability method. Under this method, future income tax assets and liabilities are determined based on differences between the financial statement carrying values of existing assets and liabilities and their respective income tax bases (temporary differences), and losses carried forward. Future income tax assets and liabilities are measured using the tax rates expected to be in effect when the temporary differences are likely to reverse. The effect on future income tax assets and liabilities of a change in tax rates is included in operations in the period in which the change is substantively enacted. The amount of future income tax assets recognized is limited to the amount that is more likely than not to be realized.
(j)	Earnings per share:
	Basic earnings per share is calculated by dividing net earnings by the weighted average number of shares outstanding for the year. Diluted earnings per share is calculated using the treasury stock method which, for outstanding stock options, assumes that the proceeds to be received on the exercise of stock options are applied to repurchase common shares at the average market price for the period, for purposes of determining the weighted average number of shares outstanding.
(k)	Translation of foreign currencies:
	The Company has subsidiaries and joint ventures in Canada, the United States, Honduras, Mexico and Guatemala. The primary currency of operations for the Company and its subsidiaries and joint ventures is the U.S. dollar. Transactions denominated in currencies other than the U.S. dollar are translated into U.S. dollars using the exchange rate in effect on the transaction date or at an average rate. Monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars using the exchange rate in effect on the balance sheet date. Foreign currency gains and losses arising from translation of balances are included in the determination of net earnings for the period.
(l)	Estimates:
	The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of mineral reserves, reclamation and environmental obligations, impairment of assets, useful lives for depreciation, depletion and amortization, measurement of work-in-process and finished goods inventory and valuation allowances for future tax assets. Actual results could differ from those estimates.

8

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

2. Significant accounting policies (continued):

(m)	Comparative figures:
	Certain of the prior years’ comparative figures have been reclassified to conform to the presentation adopted for the current year.

3.	Business acquisition:
	On July 16, 2002, the Company completed the acquisition, by way of a plan of arrangement, of Francisco Gold Corp. (“Francisco”), a Canadian public company. Francisco’s principal assets were the El Sauzal gold project in Chihuahua, Mexico and the Marlin gold project in San Marcos, Guatemala.
	Under the plan of arrangement, each issued Francisco share was exchanged for 1.55 common shares of the Company and one share in Chesapeake Gold Corp. (“Chesapeake”), a new exploration company formed by Francisco. In addition, prior to completion of the closing of the transaction, Francisco transferred to Chesapeake cash of CDN$1.50 per share for each issued share of Francisco (CDN$25.0 million), certain early stage Nicaraguan exploration assets and a 2% net smelter return royalty on Francisco’s Guatemalan projects outside the Marlin project area. The Company retained a right to acquire a 5% stake in Chesapeake (based on its initial capitalization) through a three year share purchase warrant.
	The Company issued 25.8 million common shares to the shareholders of Francisco under the terms of the plan of arrangement and issued 1,674,000 stock options to directors, officers and employees of Francisco exercisable at prices between CDN$3.07 and CDN$4.04 per share in exchange for their existing Francisco stock options. The Company has accounted for this acquisition using the purchase method, as follows:

Net assets acquired, at fair value:
Cash and cash equivalents	$	1.4
Other current assets		0.2
Mineral properties		197.1
		198.7
Accounts payable and accrued liabilities		(0.8	)
Future income taxes		(60.0	)
	$	137.9
Consideration given:
Issuance of 25,843,808 common shares of the Company	$	124.5
Issuance of stock options		5.9
Transaction costs		7.5
	$	137.9

9

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

3.	Business acquisition (continued):
	During the year ended December 31, 2003, the Company paid a further $1.6 million and issued a further 2.2 million common shares of the Company, at a price of CDN$13.50 per share, to the former owners of the Marlin project, pursuant to the plan of arrangement with Francisco. The $22.3 million additional consideration for the acquisition of Francisco was allocated as follows:

Mineral properties	$	32.3
Future income taxes		(10.0	)
	$	22.3

4. Inventory:

	2003		2002
Finished goods	$	1.2	$	0.6
Work-in-progress		12.2		13.3
Supplies and spare parts		3.3		2.7
	$	16.7	$	16.6

5. Mineral property, plant and equipment:

	2003		2002
Producing properties, net	$	70.6	$	73.8
Non-producing properties, net		290.5		211.2
	$	361.1	$	285.0

(a) Producing properties:

			Mineral property						Accumulated
	Plant and		acquisition		Mine development				depreciation
2003	Equipment		costs		costs		Sub-total		&write-downs			Total
Rand, California	$	34.6	$	14.1	$	25.2	$	73.9	$	(73.3	)	$	0.6
San Martin, Honduras		31.1		13.4		23.2		67.7		(28.8	)		38.9
Marigold, Nevada		29.8		9.2		12.5		51.5		(20.7	)		30.8
Other		0.9		—		—		0.9		(0.6	)		0.3
Total	$	96.4	$	36.7	$	60.9	$	194.0	$	(123.4	)	$	70.6

10

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

5. Mineral property, plant and equipment (continued):

(a) Producing properties (continued):

									Accumulated
			Mineral property						depreciation
	Plant and		acquisition		Mine development				and
2002	Equipment		costs		costs		Sub-total		write-downs			Total
Rand, California	$	53.5	$	14.1	$	25.2	$	92.8	$	(87.9	)	$	4.9
San Martin, Honduras		28.4		13.4		22.2		64.0		(19.2	)		44.8
Marigold, Nevada		15.8		9.2		9.4		34.4		(10.3	)		24.1
Other		0.7		—		—		0.7		(0.7	)		—
Total	$	98.4	$	36.7	$	56.8	$	191.9	$	(118.1	)	$	73.8

At December 31, 2003 and 2002, all of the Company’s producing properties are held 100%, except for the Marigold Mine, which is 66-2/3% owned. The Company’s producing properties are subject to royalties pursuant to the terms of the underlying acquisition, option or lease agreements, which range up to 7% of net smelter returns and provide for minimum payments which vary with the price of gold aggregating approximately $1.0 million per year.

(b) Non-producing properties:

			Mineral						Accumulated
			property		Mine				depreciation
	Plant and		acquisition		development				and
2003	equipment		costs		costs		Sub-total		write-downs			Total
El Sauzal, Mexico	$	22.6	$	105.6	$	26.5	$	154.7	$	(3.1	)	$	151.6
Marlin, Guatemala		7.8		123.1		8.0		138.9		(0.1	)		138.8
Imperial, California		0.1		3.3		10.9		14.3		(14.3	)		—
Cerro Blanco, Guatemala		0.1		8.0		—		8.1		(8.1	)		—
Glamis de Mexico		0.1		—		0.1		0.2		(0.1	)		0.1
Total	$	30.7	$	240.0	$	45.5	$	316.2	$	(25.7	)	$	290.5

			Mineral						Accumulated
			property		Mine				depreciation
	Plant and		acquisition		development				and
2002	equipment		costs		costs		Sub-total		write-downs			Total
El Sauzal, Mexico	$	0.3	$	105.6	$	1.9	$	107.8	$	—		$	107.8
Marlin, Guatemala		1.2		90.9		—		92.1		—			92.1
Cerro San Pedro (Glamis de Mexico)		0.1		7.4		3.7		11.2		—			11.2
Imperial, California		0.1		3.3		10.9		14.3		(14.3	)		—
Cerro Blanco, Guatemala		0.1		8.0		—		8.1		(8.0	)		0.1
Total	$	1.8	$	215.2	$	16.5	$	233.5	$	(22.3	)	$	211.2

11

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

5. Mineral property, plant and equipment (continued):

(b) Non-producing properties (continued):

(i)	El Sauzal Project:
	The EL Sauzal Project was acquired in 2002 (note 3) and is an advanced-stage gold property located in the state of Chihuahua, Mexico. The Company owns 100% of the project. A feasibility study on the project was completed prior to closing of the acquisition of Francisco, and based on that feasibility study, construction and engineering costs during 2004 are expected to be approximately $59.0 million.
(ii)	Marlin Project:
	The Marlin Project was acquired in 2002 (note 3) and at the time, was an advanced-exploration-stage gold-silver property located in the state of San Marcos, Guatemala. The Company owns 100% of the project. During 2003, a feasibility study on the project was completed, and based on that feasibility study, construction and engineering costs during 2004 to 2006 are expected to be approximately $120 million.
(iii)	Cerro San Pedro Project:
	The Cerro San Pedro Project was acquired in 2000 and is an advanced-stage gold-silver property located in the state of San Luis Potosi, Mexico. The Company completed its earn-in of a 50% interest in the project during 2001.
	Effective February 12, 2003, the Company agreed to sell its 50% interest in the Cerro San Pedro Project to Metallica Resources Inc. for proceeds of up to $18.0 million and a net smelter return royalty of up to 2%, depending on the price of gold. The Company received $2.0 million on closing of this transaction, $5.0 million in August 2003, and expects to receive $6.0 million in February 2004. A $2.5 million payment due on commencement of commercial production and another $2.5 million due twelve months thereafter and the royalty are considered contingent and have not been recognized in these consolidated financial statements. The Company recorded a gain on the sale of its interest in the project of $1.5 million during 2003.
(iv)	Imperial Project:
	The Imperial Project consists of a 100% interest in certain unpatented mining claims located in eastern Imperial County in the State of California. Gold production will be subject to a net smelter return royalty of 1-1/2%.

12

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

5. Mineral property, plant and equipment (continued):

(b) Non-producing properties (continued):

(iv)	Imperial Project (continued):
	Due to the U.S. Department of Interior decision to formally deny the operating permit for the Imperial Project on January 16, 2001, the $14.3 million of deferred costs on the project were written down at December 31, 2000. In November 2001, the denial of the project was formally vacated by the Department of the Interior. In 2002 the Company recommenced the permitting process for the Imperial Project. In this connection, the Bureau of Land Management (“BLM”) completed a validity examination of the unpatented mining claims comprising the project and concluded that the mining claims are valid. However, during 2003, legislative and administrative actions were taken by the State of California to require that any new open pit metallic mines be completely back-filled at the completion of mining. These actions were taken directly to attempt to delay or stop the Company’s Imperial Project, as a requirement to back-fill renders the project uneconomic. Consequently, the Company has filed a Notice of Arbitration against the United States pursuant to the North American Free Trade Agreement. The Notice alleges that the Company’s property rights comprising its Imperial Project in California have been unlawfully taken by various actions of the United States and the State of California, for which it is entitled to compensation. The Company is seeking recovery of the value of the Imperial Project, pre- and post-award interest and various costs incurred by the Company. The Company cannot predict how long it may take to complete this legal process or what the ultimate resolution may be.
(v)	Cerro Blanco Project:
	The Cerro Blanco Project is an advanced-stage gold property consisting of a 100% interest in one granted concession and eight concession applications in the state of Jutiapa, Guatemala. Based on economic conditions at the time and uncertainty over the recoverability of the deferred costs, the Company wrote-down the costs to a nominal amount in 2000. Exploration work is continuing on the project.

13

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

5. Mineral property, plant and equipment (continued):

(c)	Interests in joint ventures:
	The Company’s 66-2/3% interest in the Marigold Mine and 50% interest in the Cerro San Pedro Project (to the date of disposition) are reflected in these consolidated financial statements on a proportionate basis. The Company’s share of the joint ventures’ assets, liabilities, revenues and expenses included in the consolidated financial statements are as follows:

	2003		2002
Current assets	$	9.9	$	5.4
Non-current assets		30.3		31.1
	$	40.2	$	36.5
Current liabilities	$	2.6	$	2.9
Non-current liabilities		4.3		3.9
	$	6.9	$	6.8

	2003			2002			2001
Revenue from production	$	35.2		$	17.6		$	15.3
Expenses		24.4			14.7			12.6
Earnings from operations	$	10.8		$	2.9		$	2.7
Cash provided by operations	$	17.4		$	7.2		$	5.0
Cash used in investing activities	$	(14.1	)	$	(18.2	)	$	(5.0	)

6. Other assets:

	2003		2002
Restricted deposits (a)	$	9.5	$	8.2
Future income tax assets (note 10)		3.0		—
Sales taxes recoverable		0.8		0.4
Deferred financing costs		—		0.4
	$	13.3	$	9.0

14

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Year ended December 31, 2003, 2002 and 2001

6. Other assets (continued):

(a)

Restricted deposits:

The Company provides financial guarantees to regulatory authorities as security for future site closure and reclamation costs for the Company’s operations (see note 7). As at December 31, 2003, the Company had $3.8 million in reclamation bonds outstanding (2002 — $3.8 million), for which the Company has provided collateral in the form of certificates of deposit totaling $1.1 million (2002 — $1.1 million). Additional letters of credit issued as security are collateralized with certificates of deposit totaling $8.4 million (2002 — $7.1 million) that earn interest at fixed rates between 1.02% and 1.04% (2002 — 1.28% and 1.88%). Fees on the bonds and letters of credit range from 0.5% to 1% (2002 — 1%).

7. Site closure and reclamation:

	2003			2002			2001
Balance, beginning of year	$	9.3		$	10.4		$	13.1
Accrual for site closure and reclamation		1.3			1.4			1.2
Reversal of overaccrued provision		—			—			(1.3	)
Site closure and reclamation expenditures		(3.3	)		(2.5	)		(2.6	)
Balance, end of year	$	7.3		$	9.3		$	10.4
Allocated between:
Current portion	$	1.3		$	2.4		$	2.0
Non-current portion		6.0			6.9			8.4
	$	7.3		$	9.3		$	10.4

The Company’s operations are affected by federal, state and local laws and regulations concerning environmental protection. Under current regulations, the Company is required to meet performance standards to minimize environmental impact from operations and to perform site restoration and other closure activities. The Company’s provisions for future site closure and reclamation costs are based on known requirements. It is not currently possible to estimate the impact on operating results, if any, of future legislative or regulatory developments.

15

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

8. Share capital:

(a) Issued and fully paid:

	Number of shares			Amount
Balance as at December 31, 2000		70,097,382		$	159.0
Issued during the year:
For cash consideration under the terms of directors’ and employees’ stock options		1,686,080			2.6
For cash consideration of CDN$5.00 per share pursuant to an underwriting agreement dated October 10, 2001		11,500,000			33.2
Balance as at December 31, 2001		83,283,462			194.8
Issued during the year:
Upon acquisition of Francisco (note 3)		25,843,808			124.5
For cash consideration on exercise of share purchase warrants		300,000			0.6
For cash consideration under the terms of directors’ and employees’ stock options		2,690,095			7.1
For cash consideration of CDN$13.15 per share pursuant to an underwriting agreement dated November 13, 2002		13,915,000			110.6
Shares cancelled due to previous reorganization		(54,250	)		—
Balance as at December 31, 2002		125,978,115			437.6
Issued during the year:
For cash consideration under the terms of directors’ and employees’ stock options		1,839,550			6.9
To former Montana Gold Corp. shareholders under the terms of the Plan of Arrangement with Francisco Gold Corp. (note 3)		2,247,486			20.7
Shares issued due to previous reorganization		68,527			0.2
Balance as at December 31, 2003		130,133,678		$	465.4

(b)

Stock options and stock-based management incentive plan:

The Company has a stock option plan that allows it to grant options to its employees, officers and directors to acquire up to 5.5 million common shares. The exercise price of each option equals the trading price for the common shares on the Toronto Stock Exchange before the date of the grant. Options have a maximum term of five years and, subject to certain specific exceptions, terminate one year following the termination of the optionee’s employment. Once approved and vested, options are exercisable at any time.

16

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

8. Share capital (continued):

(b) Stock options and stock-based management incentive plan (continued):

              The continuity of directors’ and employees’ stock options is as follows:

	2003					2002					2001
				Weighted					Weighted					Weighted
				average					average					average
	Number			exercise		Number			exercise		Number			exercise
	of options			price (CDN$)		of options			price (CDN$)		of options			price (CDN$)
Outstanding, beginning of year		4,720,250		$	6.76		3,279,115		$	3.78		5,141,945		$	3.30
Granted during the year		1,220,000			21.92		2,462,700			10.30		470,000			3.89
Issued on conversion of Francisco employees’ and directors’ stock options (note 3)		—			—		1,674,000			3.24		—			—
Exercised during the year		(1,839,550	)		5.21		(2,690,095	)		2.66		(1,686,080	)		2.38
Cancelled during the year		—			—		(5,470	)		5.89		(646,750	)		3.70
Outstanding, end of year		4,100,700		$	11.95		4,720,250		$	6.76		3,279,115		$	3.78
Exercisable		4,100,700		$	11.95		4,558,900		$	6.57		3,109,115		$	3.81

     Details of stock options outstanding as at December 31, 2003 are as follows:

Range of	Number		Weighted average		Weighted average
exercise prices (CDN$)	outstanding		remaining life		exercise price (CDN$)
$2.18 - $3.07		955,300		1.2	$	2.98
$4.04 - $5.60		100,000		2.8		5.60
$7.38 - $7.44		835,000		3.2		7.38
$10.50 - $13.09		1,004,400		3.8		12.87
$16.56 - $19.03		153,000		4.6		17.63
$21.00 - $23.00		1,053,000		4.9		22.61
		4,100,700		3.4	$	11.95

17

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

8. Share capital (continued):

(b)	Stock options and stock-based management incentive plan (continued):
	No compensation cost is recorded in these financial statements for stock options granted to employees. If the fair value method had been used to determine compensation cost for all stock options granted to employees on or after January 1, 2002, that vested in the period, the Company’s net earnings and earnings per share would have been as follows:

			Fair value of
			options granted and
	As reported		vested		Pro-forma
Year ended December 31, 2003:
Net earnings	$	18.0	$	7.9	$	10.1
Basic earnings per common share	$	0.14			$	0.08
Diluted earnings per common share	$	0.14			$	0.08
Year ended December 31, 2002:
Net earnings	$	13.7	$	5.2	$	8.5
Basic earnings per common share	$	0.14				0.09
Diluted earnings per common share	$	0.14				0.08
Diluted earnings per common share

The fair value of stock options was estimated using the Black-Scholes option pricing model with the following assumptions:

	2003			2002
Risk-free interest rate		3.34	%		3.69	%
Annual dividends		—			—
Expected stock price volatility		55	%		50	%
Expected life	2.5 years			2.5 years
Weighted average fair value of options granted	$	6.12		$	4.00

The above calculations of the fair values of options granted and vested and pro forma amounts do not include the effect of options granted prior to January 1, 2002.

The Company also has a stock-based management incentive plan that allows it to grant rights for a holder to receive the appreciation in the value of the stock-based right over the stated base price in cash. As at December 31, 2003 and 2002, there were no share appreciation rights outstanding. Total expense incurred by the Company in 2003 upon exercise of stock appreciation rights was nil (2002 — $0.1 million; 2001 — $0.8 million).

18

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

9. Interest and other income:

	2003			2002		2001
Interest	$	2.8		$	0.9	$	1.5
Foreign exchange gain (loss)		(0.4	)		0.8		(0.1	)
Gain on sales of mineral property, plant and equipment (note 5(b)(iii))		1.5			—		0.5
Other income (expense)		0.5			0.6		(0.8	)
	$	4.4		$	2.3	$	1.1

10.	Income taxes:
	The provision for income taxes differs from the Canadian federal and British Columbia provincial statutory rate as follows:

	2003						2002						2001
	Amount			Rate			Amount			Rate			Amount			Rate
Income tax expense (benefit) computed at statutory rates	$	6.4			37.6	%	$	5.9			39.6	%	$	2.8			44.6	%
Foreign tax rates different from statutory rate		(1.8	)		(10.3	)		(2.8	)		(18.8	)		(1.9	)		(30.1	)
Change in valuation allowance		(4.5	)		(26.5	)		(1.8	)		(12.2	)		2.6			40.4
Other		(1.1	)		(6.4	)		(0.1	)		(0.4	)		(2.1	)		(33.3	)
	$	(1.0	)		(5.6	)%	$	1.2			8.2	%	$	1.4			21.6	%

19

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

10. Income taxes (continued):

(a)	Future income tax assets and liabilities:
	The significant components of the Company’s future income tax assets and liabilities at December 31, 2003 and 2002 are as follows:

		2003			2002
Future income tax assets:
U.S. and Canada:	Mineral property, plant and equipment	$	5.2		$	8.3
	Reclamation and other liabilities not currently deductible for tax		0.7			1.1
	Losses carried forward and alternative minimum tax credits		9.3			7.1
Mexico:	Mineral property, plant and equipment		—			1.5
	Losses carried forward		5.9			5.5
Guatemala:	Mineral property, plant and equipment		0.7			0.7
	Losses carried forward		2.2			1.3
Total future income tax assets			24.0			25.5
Valuation allowance			(21.0	)		(25.5	)
Future income tax assets, net of allowance			3.0			—
Future income tax liabilities:
U.S. and Canada:	Mineral property, plant and equipment		2.4			2.4
Honduras:	Mineral property, plant and equipment		9.6			7.8
Mexico:	Mineral property, plant and equipment		30.2			30.5
Guatemala:	Mineral property, plant and equipment		40.0			29.7
Total future income tax liabilities			82.2			70.4
Net future income tax liabilities		$	79.2		$	70.4
Allocated between:
Future income tax assets (note 6)		$	(3.0	)	$	—
Future income tax liabilities			82.2			70.4
Total future income tax liabilities		$	79.2		$	70.4

(b)

Potential future tax benefits:

At December 31, 2003, the Company has Canadian losses and tax pools of approximately $24.0 million, United States operating losses of approximately $17.0 million, Honduran tax deductions of approximately $5.0 million, Mexican operating losses of approximately $46.0 million, and Guatemalan tax deductions of approximately $9.0 million, which may be carried forward and used to reduce certain taxable income in future years. The Canadian tax pools are without expiry, and the Canadian, U.S. and Mexican losses and the Honduran and Guatemalan deductions expire at various dates prior to 2023. Except for the Honduran tax deductions, and certain losses carried forward in the United States, the future income tax assets related to these items have been offset by a valuation allowance.

20

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Year ended December 31, 2003, 2002 and 2001

10. Income taxes (continued):

(c)

Future income taxes:

For 2003 and 2002, the future income tax expense was due primarily to tax-effecting the earnings from the San Martin Mine resulting in future income tax expense of $1.8 million (2002 — $0.8 million). In 2003, the valuation allowance related to United States tax losses was reduced, resulting in a recovery of $3.0 million. In assessing the realizability of future tax assets, management considers whether it is more likely than not that some portion or all of the future tax assets will not be realized. The ultimate realization of future tax assets is dependent upon the generation of taxable income in the future during the periods in which those temporary differences become deductible or expire. Management considers the scheduled reversal of future income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

11.	Non-cash investing activities:
	During the years ended December 31, 2003 and 2002, the Company issued common shares and options pursuant to the agreement to acquire all the issued and outstanding shares of Francisco (note 3) for non-cash consideration as follows:

	2003		2002		2001
Consideration paid through the issuance of common shares	$	20.7	$	124.5	$	—
Consideration paid through the issuance of stock options (credited to contributed surplus)		—		5.9		—
	$	20.7	$	130.4	$	—

12. Financial instruments and financial risk management:

(a)	Hedging:
	In order to protect against the impact of declining gold prices, the Company has a policy that enables it to enter into forward sales and option contracts to effectively provide a minimum price for a portion of inventory and future production. Contracted prices on forward sales and options are recognized in revenues as designated production is delivered to meet commitments.
	As at December 31, 2003, 2002 and 2001, the Company had no forward sales or option contracts outstanding.

21

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

12. Financial instruments and financial risk management (continued):

(b)	Carrying value and fair value of financial instruments:
	The Company’s financial instruments consist of cash equivalents, accounts and interest receivable, taxes recoverable/payable and accounts payable and accrued liabilities, the carrying amounts of which approximate their fair values due to the short term to maturity of such instruments.
(c)	Credit risk:
	The Company monitors the financial condition of its customers and counterparties to contracts and considers the risk of material loss to be remote.
(d)	Foreign currency risk:
	The Company is exposed to fluctuations in foreign currencies through its foreign operations primarily in Honduras, Mexico, Guatemala and Canada. The Company monitors this exposure, but had no hedge positions at December 31, 2003, 2002 and 2001.

13.	Segmented information:
	The Company’s operating segments, based on the way management organizes and manages its business, are by significant mineral property (note 5) as noted below. The accounting policies of all segments are consistent with those outlined in note 2 — significant accounting policies.

			San					El
2003		Rand		Martin			Marigold		Sauzal		Marlin			Other			Total
Revenue	$	12.1	$	36.7		$	35.2	$	—	$	—		$	—		$	84.0
Cost of sales		8.1		17.4			16.1		—		—			—			41.6
Depreciation and depletion		1.3		9.2			6.5		—		—			—			17.0
Site closure and reclamation		0.6		0.2			0.4		—		—			0.1			1.3
Other operating expenses		—		0.2			1.4		—		3.0			6.9			11.5
Earnings (loss) from operations		2.1		9.7			10.8		—		(3.0	)		(7.0	)		12.6
Other income (loss)		0.2		(0.6	)		0.1		—		—			4.7			4.4
Earnings (loss) before taxes	$	2.3	$	9.1		$	10.9	$	—	$	(3.0	)	$	(2.3	)	$	17.0
Cash from operating activities (1)	$	4.2	$	18.5		$	17.8	$	—	$	(3.0	)	$	(3.6	)	$	33.9
Capital expenditures	$	—	$	3.5		$	14.1	$	43.8	$	16.1		$	0.3		$	77.8
Total assets	$	5.5	$	52.9		$	48.1	$	155.9	$	139.5		$	128.6		$	530.6

(1) Before non-cash operating working capital changes and site closure and reclamation expenditures.

22

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

13. Segmented information (continued):

			San					El
2002	Rand		Martin			Marigold		Sauzal		Marlin			Other			Total
Revenue	$	21.5	$	41.7		$	17.6	$	—	$	—		$	—		$	80.8
Cost of sales		17.0		14.3			9.8		—		—			—			41.1
Depreciation and depletion		2.3		11.6			3.9		—		—			0.1			17.9
Site closure and reclamation		0.3		0.7			0.4		—		—			—			1.4
Other operating expenses		—		0.4			0.5		—		0.5			6.4			7.8
Earnings (loss) from operations		1.91		4.7			3.0		—		(0.5	)		(6.5	)		12.6
Other income (loss)		—		(0.3	)		0.1		—		—			2.5			2.3
Earnings (loss) before taxes	$	1.9	$	14.4		$	3.1		—	$	(0.5	)	$	(4.0	)	$	14.9
Cash from operating activities (1)	$	4.5	$	26.7		$	7.4		—	$	(0.5	)	$	(4.3	)	$	33.8
Capital expenditures	$	—	$	4.2		$	17.7	$	1.9	$	0.7		$	8.0		$	32.5
Total assets	$	16.9	$	58.1		$	33.0	$	108.3	$	92.8		$	165.4		$	474.5

				San
2001	Rand			Martin		Marigold		Other			Total
Revenue	$	17.3		$	30.3	$	16.1	$	0.6		$	64.3
Cost of sales		16.5			13.4		10.6		—			40.5
Depreciation and depletion		2.8			4.5		1.9		3.5			12.7
Site closure and reclamation		0.4			0.2		0.3		(1.0	)		(0.1	)
Other operating expenses		—			0.6		0.3		5.2			6.1
Earnings (loss) from operations		(2.4	)		11.6		3.0		(7.1	)		5.1
Other income (loss)		—			—		—		1.1			1.1
Earnings (loss) before taxes	$	(2.4	)	$	11.6	$	3.0	$	(6.0	)	$	6.2
Cash from operating activities (1)	$	0.8		$	16.3	$	5.2	$	(3.8	)	$	18.5
Capital expenditures	$	4.1		$	5.4	$	3.4	$	1.6		$	14.5
Total assets	$	16.8		$	71.6	$	15.8	$	44.5		$	148.7

(1) Before non-cash operating working capital changes and site closure and reclamation expenditures.

23

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

14. Commitments and contingencies:

(a)	Operating leases:
	The Company has entered into operating leases for office premises and equipment that provide for minimum annual lease payments totaling up to $0.5 million per year for the next five years.
(b)	Capital expenditures:
	At December 31, 2003, the Company had committed to contracts for equipment totaling $12.1 million (Company’s share — $8.1 million) to be used in the expansion at the Marigold Mine. Contracts for $18.5 million relating to engineering and construction at El Sauzal, $1.3 million for construction at San Martin, and $0.2 for services at Marlin had also been committed to.
(c)	Legal claims:
	At December 31, 2003, the Company’s mine in Honduras was the subject of legal claims associated with the permitting, construction, underlying property agreements and operation of the mine. Although the outcome of these matters is not determinable at this time, the Company believes none of these claims will have a material adverse effect on the Company’s financial position or results of operations.

15.	Differences between Canadian and United States generally accepted accounting principles:
	Accounting practices under Canadian and United States generally accepted accounting principles, as they affect the Company, are substantially the same, except for the following:

(a)	Accounting for income taxes:
	United States accounting principles require the use of the asset and liability method of accounting for income taxes, which is comparable to Canadian accounting principles. However, as a result of the method the Company elected to adopt this Canadian standard in 2000, a difference arises effective January 1, 2000 between Canadian accounting principles and United States accounting principles. Canadian accounting principles allowed the Company to charge opening deficit with the $6.7 million additional future income tax liability required to be recognized on adoption of the new Canadian standard. Under United States accounting principles, this charge would have been recorded as an increase to the San Martin and Cerro Blanco mineral properties at the time of the business acquisition (the carrying value of the Cerro Blanco mineral property was subsequently written off).
	As a result, under United States accounting principles, at December 31, 2003, mineral property, plant and equipment for the San Martin Mine would be increased by $2.5 million (2002 — $3.0 million) over the amount presented under Canadian accounting principles, with a corresponding reduction in deficit. The resulting increase in depreciation and depletion charges as these costs are amortized would have reduced reported earnings for 2003 by $0.5 million (2002 — $0.8 million; 2001 — $0.7 million).

24

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

15. Differences between Canadian and United States generally accepted accounting principles (continued):

(b)	Stock based compensation:
	Under United States accounting principles, stock-based compensation is accounted for based on a fair value methodology, although the effects may be disclosed in the notes to the financial statements rather that in the statement of operations, which the Company has elected to do. The method is comparable to Canadian accounting principles adopted in 2002. However, as a result of Canadian accounting principles not requiring retroactive application, details of the fair value of options granted and vested during 2001 are required to be disclosed for United States regulatory purposes. Accordingly, the fair value of stock options granted to directors, officers and employees during 2001 was estimated to be $0.6 million, of which $0.2 million would have been recognized in 2002 and $0.4 million in 2001.
	Fair value has been estimated using the Black-Scholes option-pricing model with the following weighted average assumptions:

	2003			2002			2001
Risk-free interest rate		3.34	%		3.69	%		4.3	%
Annual dividends		—			—			—
Expected stock price volatility		55	%		50	%		72	%
Expected life	2.5 years			2.5 years			2.5 years

Had the Company determined compensation cost based on the fair value at the grant date for its stock options, the Company’s earnings for the year, under United States accounting principles, would have changed to the pro forma amounts indicated below:

	2003		2002		2001
Earnings for the year:
Under United States accounting principles	$	20.6	$	12.9	$	4.1
Compensation expense based on fair value of options granted and vested		7.9		5.4		0.4
Pro forma earnings for the year	$	12.7	$	7.5	$	3.7
Pro forma earnings per share	$	0.10	$	0.08	$	0.05

Effective January 1, 2004, the Company is adopting the amended Canadian accounting standard for stock-based compensation which will require the use of the fair value method to calculate all stock-based compensation associated with granting stock options.

25

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

15. Differences between Canadian and United States generally accepted accounting principles (continued):

(b)	Stock based compensation (continued):
	For purposes of the reconciliation to United States accounting principles, the Company plans to adopt Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure”, which are similar to the new amended Canadian standards, in fiscal 2004. Accordingly, adoption of these new Canadian and U.S. standards is not expected to result in a significant difference.
(c)	Accounting for interests in joint ventures:
	Under United States accounting principles, interests in joint ventures are generally required to either be consolidated or accounted for by the equity method. However, interests in unincorporated joint ventures in the natural resource industry may be accounted for by proportionate consolidation, as under Canadian accounting principles. As the Company’s 66-2/3% interest in the Marigold Mine and 50% interest in the Cerro San Pedro (to the date of disposition), are held through unincorporated joint ventures, there is no difference between United States and Canadian accounting principles.
(d)	Long-lived assets:

(i)	Mining interests:
	Under United States accounting principles, acquisition costs associated with mining interests are classified according to the land tenure position and the existence of proven and probable reserves as defined under Industry Guide 7.
	Under United States accounting principles, costs associated with owned mineral claims and mining leases are classified as indefinite life intangible assets and amortized over the period of intended use or until proven and probable reserves are established, at which point amortization is provided on the unit-of-production basis. These assets are tested for recoverability whenever events or changes in circumstances indicate that its carrying value may not be recoverable. Under Canadian accounting principles, the unit of production basis of amortization is acceptable prior to the establishment of proven and probable reserves resulting in no amortization during the exploration and development phase.
	Under United States accounting principles, costs associated with rights, licenses, concessions and options to acquire mineral claims and mining leases are regarded as having a finite life expiring over the term of the option agreement and are not a component of the acquisition cost. Under Canadian accounting principles, the option payments are regarded as part of the acquisition cost and are deferred until the option is exercised when they are reclassified depending on the ownership position acquired or charged to operations, if the option is not exercised.

26

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

15. Differences between Canadian and United States generally accepted accounting principles (continued):

(d) Long-lived assets (continued):

(i)	Mining interests (continued):
	United States accounting principles requires exploration expenditures on mineral properties prior to the completion of a definitive feasibility study, which establishes proven and probable reserves, must be expensed as incurred. Under Canadian accounting principles, these costs may be deferred.
	In the Company’s case, application of U.S. accounting principles does not result in a material difference in these financial statements.
(ii)	Impairment:
	Under Canadian and U.S. accounting principles, the Company assesses impairment of long-lived assets, which consist primarily of mineral property, plant and equipment, whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used are measured by a comparison of the carrying value of the asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, under Canadian accounting principles, the impairment would be measured as the difference between the carrying value and the recoverable amount. U.S. accounting principles requires that the impairment be measured by the amount by which the carrying amount of the asset exceeds its fair value.
	For the Company, no material measurement differences result from this difference in accounting principles. Effective January 1, 2004, Canadian accounting standards will be substantially the same as in the U.S. with respect to measurement of impairment of long-lived assets.

(e)

Accounting for asset retirement obligations:

Canadian accounting principles require the Company make an estimation of future site closure and reclamation costs based on undiscounted future cash outflows. These estimated total costs are accrued and charged to the statement of operations over the life of the mine using the unit-of-production method. Until December 31, 2002, United States accounting principles for asset retirement obligations were comparable to Canadian accounting principles.

27

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

15. Differences between Canadian and United States generally accepted accounting principles (continued):

(e)	Accounting for asset retirement obligations (continued):
	Effective January 1, 2003, United States accounting principles require the adoption of Statement of Financial Accounting Standards 143 “Accounting for Asset Retirement Obligations” (“SFAS 143”) which applies to legal obligations associated with the retirement of a long-lived asset that result from the acquisition, construction, development and/or the normal operation of a long-lived asset.
	Under the new standard, the Company is required to recognize the fair value of a liability for an asset retirement obligation in the period in which it incurs a legal obligation, if a reasonable estimate of fair value can be made. Upon initial recognition of the liability, the Company capitalizes an asset retirement cost by increasing the carrying amount of the related long-lived asset. This asset retirement cost will be depreciated over the life of the related asset using the unit-of-production method. At the end of each period, the liability is increased to reflect the passage of time (accretion expense) and changes in the estimated future cash flows underlying the initial fair value measurement (additional asset retirement cost).
	Under United States accounting principles, on January 1, 2003, the Company would have recorded a gain of $2.8 million as the cumulative effect of the change in accounting principles, a net increase of $3.3 million to mineral property, plant and equipment, a reduction of the reserve for site closure and reclamation costs of $0.2 million and an increase in future income tax liability of $0.7 million to reflect the effect of this change in the method of accounting for asset retirement obligations compared to the amounts previously recorded in the Company’s financial statements prepared under Canadian and United States accounting principles.
	For the year ended December 31, 2003, under United States accounting principles, the Company would have recorded a net increase of $1.2 million in the reserve for site closure and reclamation costs for the estimated present value of reclamation liabilities and accretion, a net increase of $0.2 million to mineral property, plant and equipment as additions for asset retirement costs less depreciation, an increase of $0.6 million to depreciation and depletion expense, an increase in accretion expense of $0.4 million and a reduction in the accrual for site closure and reclamation costs of $1.3 million.
	The continuity of the reserve for site closure and reclamation costs under United States accounting principles for the year ended December 31, 2003 would be as follows:

Balance, beginning of year	$	9.3
Impact of adoption of SFAS No. 143		(0.2	)
Liabilities incurred in the current year		0.8
Site closure and reclamation costs incurred		(3.3	)
Accretion expense		0.4
Balance, end of year	$	7.0

28

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

15. Differences between Canadian and United States generally accepted accounting principles (continued):

(e)	Accounting for asset retirement obligations (continued):
	Effective January 1, 2004, the Company is adopting the new Canadian accounting standard for asset retirement obligations, which is substantively the same as SFAS 143. On adoption of the Canadian standard, the amount of the adjustment to site closure and reclamation costs will be measured retroactively and recognized on January 1, 2004. Accordingly, the above difference between Canadian and United States accounting principles will be eliminated for 2004 and future periods.
(f)	Accounting for costs associated with exit or disposal activities:
	Effective for the Company’s 2003 fiscal year, United States accounting principles require an enterprise to record a liability for a cost associated with an exit or disposal activity when that liability is incurred and can be measured at fair value. The new standard requires disclosure about exit and disposal activities, the related costs, and changes in those costs in the notes to the financial statements that include the period in which an exit activity is initiated and in any subsequent period until the activity is completed.
	Adoption of this new accounting principle had no material effect on these financial statements.
(g)	Comprehensive income:
	Generally accepted accounting principles in the United States require that the Company classify items of other comprehensive income by their nature in a financial statement and display the accumulated balance of other comprehensive income separately from retained earnings (deficit) and contributed surplus in the equity section of the balance sheet.
	Under United States accounting principles, other comprehensive income for the year ended December 31, 2003, which consists of changes in the unrealized holding gains on investments held, would be a loss of nil (2002 — $0.2 million; 2001 — $0.1 million).

29

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

15. Differences between Canadian and United States generally accepted accounting principles (continued):

(h)

Supplemental disclosures for business acquisitions:

United States accounting principles requires that for the period in which a material business combination is completed, the notes to the financial statements of the combined entity disclose certain supplemental information, which may be unaudited, on a pro forma basis. In the Company’s case, if the acquisition of Francisco completed during 2002 had been completed at January 1, 2002, for purposes of the 2002 pro forma operating results, and at January 1, 2001, for purposes of the 2001 pro forma operating results, the Company’s operating results would have been as follows:

	2002		2001
	(unaudited)
Pro forma revenues	$	80.8	$	64.3
Pro forma earnings for the year		12.1		4.0
Pro forma earnings per share		0.11		0.04

(i) Recent accounting pronouncements:

(i) Guarantees:

In November 2002, the Financial Accounting Standards Board (“FASB”) issued Financial Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to Others”, an interpretation of FASB Statement No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. This interpretation sets out the disclosures to be made by a guarantor in its financial statements about its obligations under guarantees issued. The Interpretation also clarifies that a guarantor is required to recognize, at inception of a guarantee, a liability for the fair value of the obligation undertaken. The disclosures are effective for periods ending after December 15, 2002 and apply to guarantees issued or modified after the date of adoption. As the Company had no guarantees as of January 1, 2003 and did not issue any new guarantees during the year ended December 31, 2003, there would be no impact on the consolidated financial statements from adopting the provisions of this interpretation.

30

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

15. Differences between Canadian and United States generally accepted accounting principles (continued):

(i) Recent accounting pronouncements (continued):

(ii) Variable interest entities:

During 2003, FASB issued Financial Interpretation No. 46, “Consolidation of Variable Interest Entities”, which addresses the consolidation of variable interest entities (including those referred to as “Special-Purpose Entities”). The provisions of this interpretation, as revised, would be effective for the Company in the three months period ending March 31, 2004. As the Company does not currently hold interests in variable interest entities, adoption of the provisions of this Interpretation are not expected to impact the consolidated financial statements.

A reconciliation of net earnings for the year as shown in these consolidated financial statements to net earnings for the year in accordance with United States accounting principles, excluding the effects of accounting for stock options using the fair value method (note 15(b)), and to comprehensive income for the year using United States accounting principles, is as follows:

	2003			2002			2001
Net earnings for the year in these consolidated financial statements	$	18.0		$	13.7		$	4.8
Adjustment for differences in accounting for income taxes		(0.5	)		(0.8	)		(0.7	)
Cumulative effect of adjustment for differences in accounting for site closure and reclamation		2.8			—			—
Adjustment for differences in accounting for site closure and reclamation		0.3			—			—
Net earnings for the year using United States accounting principles		20.6			12.9			4.1
Other comprehensive income, net of tax:
Change in unrealized holding gains on investments		—			(0.2	)		(0.1	)
Comprehensive earnings for the year using United States accounting principles	$	20.6		$	12.7		$	4.0
Basic earnings per share	$	0.16		$	0.13		$	0.06
Diluted earnings per share	$	0.16		$	0.13		$	0.06

31

GLAMIS GOLD LTD.
Notes to Consolidated Financial Statements
(Tables expressed in millions of United States dollars, except per share amounts)

Years ended December 31, 2003, 2002 and 2001

15. Differences between Canadian and United States generally accepted accounting principles (continued):

(i) Recent accounting pronouncements (continued):

Deficit under United States accounting principles would be as follows:

	2003			2002
Deficit in accordance with Canadian GAAP	$	(39.8	)	$	(57.8	)
Adjustment for differences in accounting for income taxes		2.5			3.0
Adjustment for differences in accounting for site closure and reclamation		3.1			—
Other		(0.5	)		(0.5	)
	$	(34.7	)	$	(55.3	)

In addition, mineral property, plant and equipment, reserve for site closure and reclamation costs, and future income tax liabilities at December 31, 2003 would be $366.6 million, $7.0 million and $82.9 million respectively under United States accounting principles.

32

EX-3

EXHIBIT 3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This management’s discussion and analysis of the financial results of the Company’s operations for the years 2001 through 2003 should be read in conjunction with, and is qualified by, the consolidated financial statements and notes thereto (the “financial statements”) which form a part of this report. This financial information, which is expressed in United States dollars unless otherwise stated, was prepared in accordance with accounting principles generally accepted in Canada. Reference should be made to Note 15 of the financial statements for a reconciliation of Canadian and U.S. generally accepted accounting principles.

The following discussion contains statements that are not historical facts, and by their nature are considered “forward looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. See also “Forward Looking Statements” at the end of this discussion.

OVERVIEW

2003 was a year of challenge and achievement for the Company. Construction on the El Sauzal Project in Mexico began in earnest as the last major federal authorization required for construction and exploitation was acquired in the second quarter. At the Marlin Project in Guatemala, the year included completion of a positive feasibility study followed by Board of Directors’ approval for construction, and then in December, receipt of the exploitation permit. The Company produced 230,294 ounces of gold and sold 228,219 ounces. The Marigold Mine increased production to over 142,000 ounces of gold (94,796 for the Company’s account). The San Martin Mine production declined to 101,835 ounces of gold as leach pad chemistry problems encountered in the first quarter took the better part of the year to correct. The Rand Mine successfully entered reclamation mode while still producing 33,663 ounces of gold. The Company’s unhedged production allowed it to take advantage of realized gold prices that averaged 17.6% higher in 2003 than in 2002.

Under a Share Purchase Agreement effective February 12, 2003, the Company agreed to sell its 50% interest in the Cerro San Pedro Project to Metallica Resources Inc. (“Metallica”) for proceeds of $13.0 million plus additional payments of $5.0 million based on the mine being put into commercial production, and a net smelter return royalty of up to 2%, depending on the price of gold. The Company received $2.0 million on closing of this transaction, $5.0 million on August 12, 2003, and received $6.0 million on February 12, 2004. The $2.5 million due on commencement of commercial production, the $2.5 million due twelve months thereafter, and the royalty are considered contingent and have not been recorded in the financial statements.

RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2003, 2002, 2001
SUMMARY

The Company continued its profitable performance in 2003 with net earnings of $18.0 million, or $0.14 per share. For 2002, the Company had net earnings of $13.7 million, or $0.14 per share, and in 2001, the Company had net earnings of $4.8 million, or $0.07 per share.

All of the Company’s mining operations were profitable in 2003 and generated earnings from operations of $22.6 million, compared to $19.6 million in 2002 and $12.2 million in 2001. The 17.6% increase in the realized price of gold was the primary reason for the increase over 2002.

The Company continues to generate positive cash flows from operations. Cash flows from operations (before changes in non-cash working capital and reclamation expenditures) were $33.9 million for 2003 compared to $33.8 million for 2002 and $18.5 million in 2001. The Company’s working capital was $145.4 million at December 31, 2003, including cash and equivalents of $126.1 million. This compares to working capital of $169.1 million at December 31, 2002, including cash and equivalents of $160.0 million, and working capital of $53.4 million and cash of $45.9 million at December 31, 2001. In 2003, the Company spent $77.8 million in capital expenditures for mineral property, plant and equipment. Exploration expense was $5.6 million. All expenditures were from cash on hand and internally-generated funds. Capital expenditures and exploration expense for 2004 are budgeted at $147.1 million.

Supplemental Quarterly Data

The Company’s quarterly information for the last eight quarters is shown below:

(amounts in	1st Q		2nd Q		3rd Q		4th Q		1st Q		2nd Q		3rd Q		4th Q
millions of US$)	2002		2002		2002		2002		2003		2003		2003		2003
Average realized price of gold	$	292	$	313	$	318	$	326	$	348	$	353	$	371	$	402
Revenues (1)	$	18.3	$	20.3	$	19.8	$	22.4	$	20.8	$	21.7	$	19.0	$	22.5
Net Income (2)	$	3.2	$	3.4	$	2.4	$	4.7	$	1.9	$	3.9	$	3.5	$	8.7

(1) Net sales and total revenues are the same.

(2) Income from continuing operations and net income are the same.

Refer to the discussions in this document as well as the quarterly Management’s Discussion and Analyses for additional information.

The fourth quarter of 2003 was positively impacted by continued increases in the price of gold. In addition, the Company recognized a gain on the sale of the Company’s interest in the Cerro San Pedro Project ($1.5 million), and recognized a recovery of $3.0 million related to future income tax.

2

Gold Production and costs per ounce

The Company produced 230,294 ounces of gold during 2003, as compared to 251,919 ounces of gold during 2002, and 230,065 ounces of gold in 2001. Production in all three years was from the San Martin, Marigold and Rand Mines. The Company expects to produce approximately 265,000 ounces of gold in 2004 from four mines: San Martin, Marigold, Rand, and El Sauzal, which is scheduled to start operations during the fourth quarter.

			2003						2002						2001
			Cash		Total				Cash		Total				Cash		Total
	Gold		cost per		cost per		Gold		cost per		cost per		Gold		cost per		cost per
Mine	ounces		ounce		ounce		ounces		ounce		ounce		ounces		ounce		ounce
San Martin		101,835	$	175	$	269		129,435	$	106	$	203		114,216	$	120	$	169
Marigold*		94,796		172		243		55,550		180		257		56,525		179		211
Rand		33,663		242		298		66,934		247		284		59,324		265		310
Total/average cost		230,294	$	184	$	262		251,919	$	160	$	236		230,065	$	172	$	216

* This represents the Company’s 66.67% share of Marigold.

Following is a discussion of the Company’s operations during 2003:

San Martin Mine, Honduras

The major challenge during 2003 at the San Martin Mine was dealing with the production shortfalls resulting from leach pad chemistry problems encountered early in the year. The imbalance in the pH of the heap was exacerbated by continuing drought conditions in Honduras that persisted until late in the year. Mining moved into the Palo Alto pit in the third quarter and will be the focus of mining for the balance of the mine life. Capital expenditures were related to leach pad construction and development in the Palo Alto pit. Mining in 2004 will be almost entirely from the Palo Alto pit. San Martin is budgeted to produce approximately 102,000 ounces of gold in 2004. Proven and probable reserves stood at 654,500 ounces of gold at the end of 2003.

Marigold Mine, Nevada (66.7% Glamis-owned)

The Company is the operator at the Marigold Mine, a partnership operation with Barrick Gold Corporation. Marigold had a year of record production, adding 94,796 ounces of gold to the Company’s account. Marigold continues to add to reserves with year-end 2003 reserves of 1.47 million ounces of gold compared to 1.36 million ounces at the end of 2002. The purchase, in mid-2004, of four 320-ton trucks will accelerate development and lead to production of approximately 110,000 ounces of gold for the Company’s account in 2004, and an expected 140,000 ounces of gold in 2005. In early February 2004, Marigold received a positive Record of Decision (“ROD”) on its Supplemental Environmental Impact Statement from the Bureau of Land Management (“BLM”). This will allow full development of the Millennium expansion project. Construction activities in the southern portion of the property are expected to begin immediately.

Rand Mine, California

The Rand Mine entered into its first full year of reclamation. Substantial progress was made on site closure and reclamation. Excess equipment and spare parts inventory was sold or transferred to the development projects. Rand continues to process gold from the leach pad, producing 33,663 ounces at a total cash cost per ounce of $242 during 2003,

3

and is budgeted to produce approximately 15,000 ounces of gold during 2004. Cyanide is still being added to the Rand heap, but rinsing should begin later this year. Reclamation is expected to be completed in 2005.

PROJECTS

El Sauzal Project, Chihuahua, Mexico

The Company acquired the El Sauzal Project through the acquisition of Francisco Gold Corp. (“Francisco”) in July 2002. A feasibility study on the project was completed prior to closing of the Francisco acquisition and based on that study, and subsequent work performed by the Company, a $101 million capital project was approved by the Board of Directors in late 2002. During 2003, all major permits were received and construction progressed in several areas. The access road running from Choix, in Sinaloa state, to the project is expected to be completed late in the first quarter of 2004. Substantial work has been completed on the camp site, mill site, shop and warehouse sites and haul roads. Purchasing and expediting of major plant and equipment is well underway. The project budget is on track, with $70.0 million in expenditures planned for 2004. Construction is expected to continue through most of 2004, with a planned fourth quarter start-up, and estimated production of 35,000 ounces of gold for the year.

Marlin Project, Guatemala

The Marlin Project was also acquired as part of the Francisco acquisition. At the end of 2002, the project had been expanded from a mineral resource of 1.4 million gold-equivalent ounces to over 4 million gold-equivalent ounces. Additional drilling in 2003 established a reserve of 2.2 million gold ounces along with 33.6 million ounces of silver. Late in the first quarter of 2003 a positive feasibility study was completed and presented to the Board of Directors at the first quarter meeting. The Board approved development of the project and in November 2003, formal approval of the construction budget was given. In late 2003, the Marlin Project obtained its environmental license and exploitation permit. Project expenditures of approximately $120.0 million are planned over the next two years, with an anticipated start-up early in 2006.

Cerro San Pedro Project, San Luis Potosi, Mexico

As noted in the overview, on February 12, 2003, the Company agreed to sell its 50% interest in the Cerro San Pedro Project to Metallica for proceeds of up to $13.0 million plus additional payments of $5.0 million based on the mine being put into commercial production, and a net smelter return royalty of up to 2%, depending on the price of gold.

Cerro Blanco Project, Guatemala

In 2003, structural analysis on the deposit was completed, revealing the potential to increase resources by drilling additional targets on the property. An exploration program for 2004 has been developed, with drilling to commence in the first quarter of 2004.

Imperial Project, California

In 2002, the Company recommenced the permitting process for the Imperial Project. Concurrently, the BLM completed a validity examination of the unpatented mining claims comprising the project and concluded that the mining claims are valid. However, during 2003, legislative and administrative actions were taken by the State of California to require that any new open pit metallic mines be completely back-filled at the completion of mining.

4

The Company believes that these actions were taken directly to attempt to delay or stop the Company’s Imperial Project, as a requirement to back-fill renders the project uneconomic. Consequently, the Company has filed a Notice of Arbitration against the United States pursuant to the North American Free Trade Agreement. The notice alleges that the Company’s property rights in the Imperial Project in California have been unlawfully taken by various actions of the United States and the State of California, for which it is entitled to compensation. The Company is seeking recovery of the value of the Imperial Project, pre- and post-award interest and various costs incurred by the Company. The Company cannot predict how long it may take to complete this legal process or whether it will be successful in its action.

RECLAMATION ACTIVITIES

The Company’s reclamation and closure activities were centered on final closure and reclamation at the Dee and Daisy Mines and beginning the reclamation of the Rand Mine. The Company spent $3.3 million on reclamation activities in 2003, primarily at the Rand and Dee Mine sites. The reclamation on tailings facility #2 at Dee was completed in 2003, and reclamation on tailings facility #1 is awaiting final solution evaporation and grading in 2004. The Company spent $2.5 million during 2002 and $2.6 million during 2001 on reclamation. The Company plans to spend approximately $1.3 million in 2004 on site closure and reclamation, primarily at the Rand Mine, with final expenditures at Dee.

REVENUES

Revenues from production increased to $84.0 million for the year ended December 31, 2003 from $80.8 million for the year ended December 31, 2002 and $64.3 million for the year ended December 31, 2001. The increase in revenues is the result of a significantly stronger realized gold price offset by a reduction of 11.5% in the number of ounces sold. The Company sold 228,219 ounces of gold during 2003 compared to 257,759 ounces sold in 2002, and 235,397 ounces sold in 2001. The Company realized an average of $368 per ounce of gold in 2003 compared to $313 per ounce of gold sold in 2002, and $272 per ounce of gold sold in 2001.

COST OF PRODUCTION

The Company’s total cash cost of production includes mining, processing, direct mine overhead costs and royalties, but excludes selling, general and administrative costs at the corporate level, depreciation and depletion costs and site closure and reclamation accruals. Total production costs include depreciation and depletion and site closure and reclamation accruals. There is a difference between cost of sales and cost of production relating to the difference in the cost of the additional ounces sold out of inventory during the year. In the Company’s case however, there is no significant difference in the total cash cost per ounce of production and the total cash cost per ounce sold. The number of gold ounces produced in 2003 was 230,294 compared to the number of ounces of gold actually sold of 228,219.

Cash costs of production should not be considered as an alternative to operating profit or net profit attributable to shareholders, or as an alternative to other Canadian or U.S. generally accepted accounting principle measures and may not be comparable to other similarly titled measures of other companies. However, the Company believes that cash

5

costs of production per ounce of gold, by mine, is a useful indicator to investors and management of a mine’s performance as it provides: (i) a measure of the mine’s cash margin per ounce, by comparison of the cash operating costs per ounce by mine to the price of gold; (ii) the trend in costs as the mine matures; and (iii) an internal benchmark of performance to allow for comparison against other mines.

The Company’s cost of sales for the year ended December 31, 2003 was $41.6 million compared to the $41.1 million in the year ended December 31, 2002 and $40.5 million for the year ended December 31, 2001. Although there was a decrease of 29,540 ounces of gold sold in 2003, cost of sales increased as a result of increased total cash costs of production per ounce. Total cash cost per ounce of gold increased to an average of $184 per ounce from $160 per ounce in 2002 and $172 per ounce in 2001. The increased cost of production at San Martin was the most significant factor in the increase of cash cost per ounce.

In 2003, the total cost of production per ounce rose to $262 from $236 per ounce in 2002. The average total cost of production per ounce of gold was $216 per ounce in 2001. Depreciation and depletion charges totaled $17.0 million during 2003 compared to $17.9 million during 2002 and $12.7 million during 2001. Changes in the depreciation and depletion expense are attributable to changes in the reserve base as well as production levels, as many charges are made on a “unit-of-production” basis. The decline in overall depreciation and depletion charges in 2003 is due to reduced production and sales.

OTHER INCOME AND EXPENSES

The Company expended $9.3 million on exploration during 2003 of which $5.6 million was expensed and $3.7 million capitalized to the related mineral property. The most significant expenses were at the Marlin Project, where $3.0 million was spent on pre-feasibility exploration and development, the Marigold Mine, which accounted for $1.4 million, and the Cerro Blanco Project where $0.6 million was expended. $2.6 million was capitalized at Marlin and $1.1 million at Marigold for reserve additions and in-fill drilling. During 2002, $3.2 million was spent on exploration in addition to $2.9 million expended on the Marlin Project that was accounted for as part of the Francisco acquisition. Exploration expense was $1.7 million during 2001.

General and administrative expenses increased to $5.9 million in 2003 from $4.6 million in 2002 and $4.4 million in 2001. In 2003, the Company incurred increased expenses related to support for the new development projects, uncompleted financing costs and business development.

The Company had no write-downs or recoveries associated with properties during 2003 or 2002, and in 2001 recognized a recovery of $1.3 million relating to over-accruals of reclamation and site closure liabilities on properties acquired in the 1999 Rayrock Resources Inc. acquisition.

Interest and other income recognized by the Company increased to $4.4 million during 2003 compared to $2.3 million in 2002 and $1.1 million in 2001. Significant items in 2003 included the gain recognized on the sale of the Company’s investment in the Cerro San Pedro Project ($1.5 million) and interest received on a tax refund relating to previous

6

years ($1.0 million). Interest income from the Company’s investments increased to $1.8 million as invested cash balances averaged over $125 million during 2003. Foreign exchange losses were $0.4 million and other miscellaneous income from sales of assets totaled $0.5 million. In 2002, interest income was $0.9 million, foreign exchange gains were $0.8 million and other income was $0.6 million. The 2001 amount includes interest and miscellaneous other income of $1.5 million, gains on disposals of assets of $0.5 million, and a foreign exchange loss of $0.1 million which was offset by a payment of $0.8 million on share appreciation rights made to a former Rayrock Resources Inc. officer.

For 2002 and 2003, the future income tax expense was due primarily to tax-effecting the earnings from the San Martin Mine, resulting in future income tax expense of $1.8 million in 2003 and $0.8 million in 2002. In 2003, the valuation allowance related to U.S. tax losses was reduced, resulting in a recovery of $3.0 million.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital and Cash Flow

The Company’s working capital position remained strong at $145.4 million at December 31, 2003, as the Company’s mining operations produced $40.5 million in cash flows. The significant improvement to $169.1 million at December 31, 2002 from $53.4 million at December 31, 2001 was due primarily to the common share offering in November 2002, which netted the Company $110.6 million in cash, and the balance from cash flows from the operating units net of capital expenditures.

Cash flow from operations (before changes in non-cash working capital and reclamation expenditures) was $33.9 million in 2003 compared to $33.8 million in 2002 and $18.5 million in 2001. The 2003 amount reflects increases in revenues due to the higher gold price offset by reduced production and sales and increased costs per ounce. The 2002 cash flows reflect higher gold prices, increased production and improved cash costs per ounce compared to 2001. Net cash provided by operating activities, which includes the non-cash working capital changes and cash expenditures on the reclamation properties, declined to $27.0 million in 2003 as accounts receivable increased reflecting large value-added tax receivables related to the construction at the El Sauzal Project. The net cash flow from operating activities was $28.3 million in 2002 and $11.8 million in 2001.

Long-term liabilities were $88.2 million at December 31, 2003. The long-term portion of the reserve for site reclamation and closure was $6.0 million, a reduction from the $6.9 million at December 31, 2002 and the $8.4 at December 31, 2001. The reduction is due to significant expenditures since 2001 on site closure and reclamation totaling $8.4 million over three years. The liability for future income tax at December 31, 2003 was $82.2 million compared to $70.4 million as at December 31, 2002 ($9.4 million at December 31, 2001). This consists of approximately $60.0 million recorded in connection with the purchase price of Francisco in 2002 and $10.0 million related to the tax effect of the shares issued to former shareholders of Montana Gold Corp. in 2003 (also see “Capital Resources”). The balance in future income tax liabilities consists primarily of amounts recorded in connection with the purchase of the San Martin

7

property as well as the result of tax-effecting the earnings from San Martin. The Company continues to have no long-term debt.

Capital Resources

During 2003 the Company paid $1.6 million to Chesapeake Gold Corp. and issued 2.2 million common shares of the Company valued at $20.7 million to former shareholders of Montana Gold Corp. upon filing of the technical report with the Toronto Stock Exchange establishing the reserves at Marlin, pursuant to the terms of the 2002 Plan of Arrangement with Francisco Gold Corp. In 2002, the Company sold 13.9 million common shares in a public offering resulting in proceeds to the Company of Cdn$175.7 million (US$111.7 million). Transaction costs associated with the offering were $1.1 million.

On July 16, 2002, the Company completed the acquisition by way of a plan of arrangement of Francisco Gold Corp. Francisco’s principal assets were the El Sauzal Project and the Marlin Project. The Company issued 25.8 million common shares valued at $124.5 million to the shareholders of Francisco under the terms of the plan of arrangement.

No dividends are planned to be declared or paid in 2004 as the Company’s cash is being used for the development activities at El Sauzal, Marlin and Marigold. No dividends were paid or declared in 2003, 2002 or 2001.

In the course of its business, the Company may issue debt or equity securities to meet the growth plans of the Company if it determines that additional funding could be obtained under favorable financial terms. No assurance can be given that additional funding will be available or, if available, will be on terms acceptable to the Company.

Capital Expenditures

The Company’s capital expenditures increased significantly to $77.8 million during 2003 as construction at the El Sauzal Project and the Marlin Project began and expansion at the Marigold Mine continued. Capital expenditures rose to $32.5 million during 2002, from $14.8 million in 2001, due primarily to the expansion at Marigold and the Francisco acquisition. Expenditures in 2001 focused on expansion at Marigold and San Martin.

Major capital expenditures during the fiscal year 2003 were as follows:

	(in millions)
El Sauzal Project development and purchase of equipment	$	43.8
Marlin Project development and purchase of equipment		16.1
Marigold Mine development and purchase of equipment		14.1
San Martin Mine development and purchase of equipment		3.5
Other		0.3
	$	77.8

Included in the above were $1.1 million and $2.6 million of exploration expenditures that were capitalized relating to expanded reserves at Marigold and Marlin, respectively.

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Capital expenditures and funds for exploration in 2004 are estimated to be approximately $160.0 million. The primary capital expenditures are expected to be for plant, equipment and development of the El Sauzal Project ($70.0 million), equipment purchases and development at the Marlin Project ($61.6 million), equipment purchases and development for the Marigold Mine expansion ($20.3 million), and leach pad expansion and development at the San Martin Mine ($2.0 million). Exploration is planned primarily at the Marlin Project and Marigold, with additional work in Guatemala, Mexico and Honduras.

The Company believes that estimated cash flows from operations and current cash reserves will be sufficient to fund its anticipated 2004 expenditures.

HEDGING

At December 31, 2003, December 31, 2002 and at December 31, 2001, the Company had no ounces hedged.

COMMITMENTS AND CONTINGENCIES

In the course of its normal business, the Company incurs various contractual commitments and contingent liabilities. These are illustrated in the table below:

(amounts in millions of U.S. dollars)

Contractual	Less than						More than
Obligations	one year		1 – 3 years		4 – 5 years		5 years		Total
Operating leases	$	0.5	$	0.6	$	0.5		—	$	1.6
Minimum royalty payments	$	0.6	$	0.9	$	0.6	$	1.7	$	3.8
Construction and equipment purchase contracts	$	28.1		—		—		—	$	28.1

	Less than						More than
Contingencies	one year		1 – 3 years		4 – 5 years		5 years		Total
Future site closure and reclamation costs (1)	$	1.3	$	1.1	$	2.5	$	15.1	$	20.0

(1) In the Company’s financial statements, $1.3 million of these obligations are included in current liabilities and $6.0 million in long-term liabilities. The Company has $9.5 million in certificates of deposit as collateral backing these obligations.

DISCLOSURE OF OUTSTANDING SHARE DATA

The Company has 200,000,000 shares of common stock authorized, of which 130,233,878 are outstanding as of March 1, 2004. The Company also has outstanding 4,015,500 stock options as of March 1, 2004, each of which is exercisable into one common share.

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ENVIRONMENTAL, REGULATORY AND OTHER RISK FACTORS

Reclamation and Environmental

The Company generally is required to mitigate long-term environmental impacts by stabilizing, contouring, reshaping and re-vegetating various portions of a site once mining and processing are completed. Reclamation efforts are conducted in accordance with detailed plans that have been reviewed and approved by the appropriate regulatory agencies. Whenever feasible, reclamation is conducted concurrently with mining operations.

Standard leaching techniques have been designed to comply with environmental requirements imposed by regulatory authorities. Due to the impervious qualities of the heap leach pad and the closed nature of the leaching system, the Company believes that its mining operations have no materially adverse effect on the environment. However, the Company cannot guarantee that such will not occur.

Tailings impoundments have been constructed at the Company’s Dee and Marigold mines. Milling operations have been suspended indefinitely at the Marigold Mine and significant work was performed in 2002 and 2003 to reclaim the tailings impoundment. The facility has been completely covered, with final contouring and re-seeding planned for 2004. At the Dee Mine, milling operations were completed early in 2001 and reclamation of the tailings impoundments are nearly complete. Tailings impoundments pose certain risks to the environment including the potential for groundwater contamination and wildlife mortalities. The Company operates all of its tailings facilities in substantial compliance with applicable rules and regulations. Tailings facilities will be reclaimed in accordance with state-approved reclamation plans.

Though the Company believes that its mining operations are in material compliance with all present health, safety and environmental rules and regulations, there is always some uncertainty associated with such due to the complexity and application of such rules and regulations. The Company does not anticipate that the cost of compliance with existing environmental laws and regulations will have a material impact on its earnings in the foreseeable future. However, possible future health, safety and environmental legislation, regulations and actions could cause additional expense, capital expenditures, restrictions and delays in the activities of the Company, the extent of which cannot be predicted. The Company made no material capital expenditures for environmental control facilities during 2003, 2002 and 2001, except for expenditures for the leach pad construction at San Martin and Marigold mines. The Company estimates that it will spend approximately $8.0 million in this area during the year ending December 31, 2004 including leach pad construction at San Martin ($1.2 million) and Marigold (Company’s share -$2.8 million), the tailings system at El Sauzal ($3.0 million) and initial work on the tailings impoundment at Marlin ($1.0 million). At the corporate level, an Environmental Policy is in place to assure measurable standards for internal environmental audits for review by the Environment Committee of the Board of Directors. The Committee has been active and is satisfied the Company is complying with regulatory parameters.

As of December 31, 2003, the Company had in place $9.5 million in letters of credit ($7.1 million at December 31, 2002) backed by certificates of deposit, and $3.8 million in

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reclamation bonds ($3.8 million at December 31, 2002) issued as security for future reclamation costs.

Legal and Regulatory

Legislation has been introduced in prior sessions of the U.S. Congress to make significant revisions to the U.S. General Mining Law of 1872 that would affect the Company’s unpatented mining claims on federal lands, including a royalty on gold production. It cannot be predicted whether any of these proposals will become law. Any levy of the type proposed would only apply to unpatented federal lands and accordingly could adversely affect the profitability of portions of the gold production from the Marigold mine, and all production from the Imperial Project if it were to be developed.

Other Risk Factors

The Company’s mineral development and mining activities and profitability are subject to significant risks due to numerous factors outside of its control including, but not limited to, the price of gold, changes in the regulatory environment, various foreign exchange fluctuations and risks inherent in mining. Refer to the Company’s Annual Information Form for additional discussions of risk factors.

Because the Company has no production hedged, any sustained change in the price of gold over or under current levels will appreciably affect the Company’s general liquidity position and could substantially increase or decrease revenues, earnings and cash flow.

Acquisition of title to mineral properties in all jurisdictions where the Company operates is a very detailed and time-consuming process. Certain of the Company’s properties have not been surveyed and therefore, in accordance with the laws of the jurisdiction in which the properties are located, their existence and area could be in doubt. Although the Company has investigated title to all of its mineral properties, the Company cannot give any assurance that title to such properties will not be challenged or impugned. In addition, portions of the Company’s mineral reserves lie within unpatented mining claims in the United States. There is a risk that any of the Company’s unpatented mining claims could be determined to be invalid, in which case the Company could lose the right to any mineral reserves contained within those mining claims.

The Company prepares estimates of future gold production for its various operations. The Company’s production estimates are dependent on, among other things, the accuracy of mineral reserve estimates, the accuracy of assumptions regarding ore grades and recovery rates, assumptions pertaining to ground conditions and physical characteristics of ores, such as hardness and the presence or absence of particular metallurgical characteristics and the accuracy of estimated rates and costs of mining and processing. The failure of the Company to achieve its production estimates could have a material and adverse effect on any or all of the Company’s future cash flows, profitability, results of operations and financial condition.

The Company’s published figures for both mineral reserves and mineral resources are only estimates. The estimating of mineral reserves and mineral resources is a subjective process which depends in part on the quality of available data and the assumptions used and judgments made in interpreting such data. There is significant uncertainty in any

11

reserve or resource estimate such that the actual deposits encountered and the economic viability of mining the deposits may differ materially from the Company’s estimates.

Gold exploration is highly speculative in nature. Success in exploration is dependent upon a number of factors including, but not limited to, quality of management, quality and availability of geological expertise and availability of exploration capital. Due to these and other factors, no assurance can be given that the Company’s exploration programs will result in the discovery of new mineral reserves or resources.

The Company conducts mining, development and exploration activities in countries other than Canada and the United States. The Company’s foreign mining investments are subject to the risks normally associated with the conduct of business in foreign countries, which include, among others, invalidation of governmental orders or permits, corruption, uncertain political and economic environments, terrorist actions, arbitrary changes in laws or policies, the opposition of mining from environmental or other non-governmental organizations and limitations on foreign ownership or the export of gold. These risks may limit or disrupt the Company’s projects, restrict the movement of funds or result in the deprivation of contractual rights or the taking of property by nationalization or expropriation without fair compensation, any or all of which could have a material and adverse effect on the Company’s profitability or the viability of its foreign operations.

The Company’s mining operations are subject to health, safety and environmental legislation and regulations, changes in which could cause additional expenses, capital expenditures, restrictions and delays in the Company’s activities, the extent of which cannot be predicted.

The Company also invests cash balances in short-term investments that are subject to interest rate fluctuations. Because these investments are in highly liquid, short-term instruments, the Company believes that any impact of an interest rate change would not be material.

CRITICAL ACCOUNTING POLICIES

The preparation of its consolidated financial statements requires the Company to use estimates and assumptions that affect the reported amounts of assets and liabilities as well as revenues and expenses. The Company’s accounting policies are described in note 2 to its consolidated financial statements. The Company’s accounting policies relating to work-in-progress inventory valuation, depreciation and amortization of property, plant and equipment and mine development costs, and site reclamation and closure accruals are critical accounting policies that are subject to estimates and assumptions regarding reserves, recoveries, future gold prices and future mining activities.

The Company records the cost of mining ore stacked on its leach pads as work-in-progress inventory, and values work-in-progress inventory at the lower of cost or estimated net realizable value. These costs are charged to earnings and included in cost of sales on the basis of ounces of gold recovered. The assumptions used in the valuation of work-in-progress inventories include estimates of gold contained in the ore stacked on leach pads, assumptions of the amount of gold stacked that is expected to be recovered from the leach pads and an assumption of the gold price expected to be realized when the

12

gold is recovered. If these estimates or assumptions prove to be inaccurate, the Company could be required to write-down the recorded value of its work-in-progress inventories, which would reduce the Company’s earnings and working capital.

The Company records mineral property acquisition costs and mine development costs at cost. In accordance with Canadian generally accepted accounting principles, the Company capitalizes pre-production expenditures net of revenues received, until the commencement of commercial production. A significant portion of the Company’s mineral property, plant and equipment is depreciated and amortized on a unit-of-production basis. Under the unit-of-production method, the calculation of depreciation, depletion and amortization of property, plant and equipment and mine development costs is based on the amount of reserves expected to be recovered from each location. If these estimates of reserves prove to be inaccurate, or if the Company revises its mining plan for a location, due to reductions in the price of gold or otherwise, to reduce the amount of reserves expected to be recovered, the Company could be required to write-down the recorded value of its mineral property, plant and equipment, or to increase the amount of future depreciation, depletion and amortization expense, both of which would reduce the Company’s earnings and net assets.

In addition, generally accepted accounting principles require the Company to consider at the end of each accounting period whether or not there has been an impairment of the capitalized mineral property, plant and equipment. For producing properties, this assessment is based on expected future cash flows to be generated from the location. For non-producing properties, this assessment is based on whether factors that may indicate the need for a write-down are present. If the Company determines there has been an impairment because its prior estimates of future cash flows have proven to be inaccurate, due to reductions in the price of gold, increases in the costs of production, reductions in the amount of reserves expected to be recovered or otherwise, or because the Company has determined that the deferred costs of non-producing properties may not be recovered based on current economics or permitting considerations, the Company would be required to write-down the recorded value of its mineral property, plant and equipment, which would reduce the Company’s earnings and net assets.

The Company has an obligation to reclaim its properties after the minerals have been mined from the site, and has estimated the costs necessary to comply with existing reclamation standards. To December 31, 2003, these costs have been accrued on a unit-of-production basis as gold is recovered and sold, based on the estimated amount of mineral reserves expected to be recovered from each location, with the aggregate amount accrued being reflected as a liability on the Company’s consolidated balance sheet. If these estimates of costs or of recoverable mineral resources prove to be inaccurate, the Company could be required to increase the reserve for site closure and reclamation costs, increase the amount of future reclamation expense per ounce, or both, all of which would reduce the Company’s earnings and net assets.

CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures

13

pursuant to Rule 13a-15 of the United States Securities Exchange Act of 1934 (“Exchange Act”). Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Subsequent to the date of their evaluation, there have been no significant changes in the Company’s internal controls or in other factors that could significantly affect these controls.

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud. A control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Forward-Looking Statements

Safe Harbor Statement under the United States Private Securities Litigation Reform Act of 1995: Except for the statements of historical fact contained herein, the information presented constitutes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, or variation of such words and phrases that refer to certain actions, events or results to be taken, occur or achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the actual results of exploration activities, actual results of reclamation activities, the estimation or realization of mineral reserves and resources, the timing and amount of estimated future production, costs of production, capital expenditures, costs and timing of the development of new deposits, requirements for additional capital, future prices of gold, possible variations in ore grade or recovery rates, failure of plant, equipment or processes to operate as anticipated, accidents, labor disputes and other risks of the mining industry, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, the Company’s hedging practices, currency fluctuations, title disputes or claims limitations on insurance coverage and the timing and possible outcome of pending litigation, as well as those factors discussed under Item 5 in the section entitled “Risk Factors” in the Company’s Annual Information Form. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

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EX-4

EXHIBIT 4

GLAMIS GOLD LTD.
5190 Neil Road, Suite 310
Reno, Nevada 89502 U.S.A.

NOTICE OF ANNUAL AND EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual and extraordinary general meeting (the “Meeting”) of shareholders of GLAMIS GOLD LTD. (the “Company”) will be held at The Fairmont Royal York Hotel, 100 Front Street West, Toronto, Ontario, on Thursday, May 6, 2004 at 1:30 p.m., local time, for the following purposes:

1.	to receive the report of the Directors of the Company;
2.	to receive and consider the consolidated financial statements of the Company for its fiscal year ended December 31, 2003 and the report of the auditor thereon;
3.	to fix the number of directors at 6;
4.	to elect Directors of the Company for the ensuing year;
5.	to appoint an auditor of the Company for the ensuing year and to authorize the Directors to fix the auditor’s remuneration;
6.	to amend the Company’s Incentive Share Purchase Option Plan by increasing the number of common shares allocated for issuance under the plan by 3,500,000;
7.	to approve the establishment of an Equity Incentive Plan as described in the Information Circular for the Meeting and the allocation of l,000,000 common shares for issuance under the plan;
8.	to consider any permitted amendment to or variation of any matter identified in this Notice; and
9.	to transact such other business as may properly come before the Meeting or any adjournment thereof.

An Information Circular and a copy of the Annual Report of the Company for the year ended December 31, 2003 accompany this Notice. The Information Circular contains details of matters to be considered at the Meeting. The Annual Report includes the consolidated financial statements and the auditor’s report thereon.

A shareholder who is unable to attend the Meeting in person and who wishes to ensure that such shareholder’s shares will be voted at the Meeting is requested to complete, date and sign the enclosed form of proxy and deliver it by hand, mail or facsimile transmission in accordance with the instructions set out in the form of proxy and in the Information Circular.

DATED at Reno, Nevada, U.S.A., March 1, 2004.

BY ORDER OF THE BOARD

“C. Kevin McArthur”
President & Chief Executive Officer

GLAMIS GOLD LTD.
5190 Neil Road, Suite 310
Reno, Nevada, 89502 U.S.A.

INFORMATION CIRCULAR
as at March 1, 2004

This Information Circular is furnished in connection with the solicitation of proxies by the management of GLAMIS GOLD LTD. (the “Company”) for use at the annual and extraordinary general meeting (the “Meeting”) to be held on May 6, 2004 at 1:30 p.m., local time, at The Fairmont Royal York Hotel, 100 Front Street West, Toronto, Ontario.

Dollar amounts stated herein are in U.S. dollars unless otherwise stated.

Pursuant to section 111 of the Company Act (British Columbia), advance notice of the Meeting was published in the Vancouver Sun newspaper on January 22, 2004 and filed with The Toronto Stock Exchange (“TSX”), the British Columbia Securities Commission and the Ontario Securities Commission.

GENERAL PROXY INFORMATION

Solicitation of Proxies

The solicitation of proxies will be primarily by the mail, but proxies may be solicited personally or by telephone by Directors, officers and regular employees. All solicitation costs will be borne by the Company.

Appointment and Revocation of Proxies

The individuals named in the accompanying form of proxy are the Chairman of the Board of Directors of the Company and the President and Chief Executive Officer of the Company. A shareholder wishing to appoint some other person (who need not be a shareholder) to represent him at the Meeting has the right to do so, either by inserting such person’s name in the blank space provided in the form of proxy or by completing another form of proxy. A form of proxy will not be valid unless it is completed and delivered to the office of Computershare Trust Company of Canada by fax to (866)-249-7775 or by mail or by hand to Proxy Department, 100 University Avenue, Toronto, Ontario, Canada, M5J 2Y1, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting at which the person named therein purports to vote in respect thereof.

A shareholder who has given a proxy may revoke it by an instrument in writing delivered either to Computershare Trust Company of Canada as specified above or to the registered office of the Company by fax to (604) 685-7084 or by mail or by hand to 1500, 1055 West Georgia Street, P.O. Box 11117, Vancouver, British Columbia, Canada, V6E 4N7, at any time up to and including the last business day that precedes the day of the Meeting or, if adjourned, any reconvening thereof, or in any other manner provided by law. In addition, a revocation of a proxy does not affect any matter on which a vote has been taken before the revocation.

Registered Shareholders

Registered shareholders may vote the common shares (the “Shares”) they hold in the Company either by attending the Meeting in person or, if they do not plan to attend the Meeting, by completing the proxy and following the delivery instructions contained in the form of proxy and this Information Circular.

Advice to Beneficial Holders of Shares

The information set forth in this section is of significant importance to many shareholders of the Company, as a substantial number of shareholders do not hold Shares in their own name. Shareholders who do not hold their Shares in their own name (referred to in this Information Circular as “Beneficial Shareholders”) should note that only proxies deposited by shareholders whose names appear on the records of the Company as the registered holders of Shares can be recognized and acted upon at the Meeting. If Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Shares will not be registered in the Shareholder’s name on the records of the Company. Such Shares will more likely be registered under the names of the Shareholder’s broker or an agent of that broker. In the United States, the vast majority of such Shares are registered under the name of Cede & Co. as nominee for The Depositary Trust Company (which acts as depositary for many U.S. brokerage firms and custodian banks), and in Canada, under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Beneficial Shareholders should ensure that instructions respecting the voting of their Shares are communicated to the appropriate person.

Applicable regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their Shares are voted at the Meeting. The form of proxy supplied to a Beneficial Shareholder by its broker (or the agent of the broker) is similar to the form of proxy provided to registered shareholders by the Company. However, its purpose is limited to instructing the registered shareholder (the broker or agent of the broker) how to vote on behalf of the Beneficial Shareholder. The majority of brokers now delegate responsibility for obtaining instructions from clients to ADP Investor Communication Services (“ADP”) in the United States and in Canada. ADP typically applies a special sticker to proxy forms, mails those forms to the Beneficial Shareholders and requests the Beneficial Shareholders to return the proxy forms to ADP. ADP then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting. A Beneficial Shareholder receiving an ADP proxy cannot use that proxy to vote Shares directly at the Meeting — the proxy must be returned to ADP, as the case may be, well in advance of the Meeting in order to have the Shares voted.

Although a Beneficial Shareholder may not be recognized directly at the Meeting for the purposes of voting Shares registered in the name of his broker (or agent of the broker), a Beneficial Shareholder may attend at the Meeting as proxyholder for the registered Shareholder and vote the Shares in that capacity. Beneficial Shareholders who wish to attend at the Meeting and indirectly vote their Shares as proxyholder for the registered shareholder should enter their

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own names in the blank space on the instrument of proxy provided to them and return the same to their broker (or the broker’s agent) in accordance with the instructions provided by such broker (or agent), well in advance of the Meeting.

Alternatively, Beneficial Shareholders may request in writing that their broker send to them a legal proxy which would enable them to attend at the Meeting and vote their Shares.

Exercise of Discretion

Shares represented by properly executed proxies appointing the persons named in the enclosed instrument of proxy will be voted or withheld from voting on any ballot in accordance with the instructions contained in the instrument of proxy. In the absence of instructions, the Shares represented by a proxy will be voted FOR the establishment of the size of the Board of Directors at six, FOR the election of directors by equal distribution of the votes eligible to be cast on the election among the Company’s nominees, FOR the appointment of KPMG LLP as auditor of the Company, FOR the amendment of the Company’s Incentive Share Purchase Option Plan and For the establishment of an Equity Incentive Plan.

With respect to amendments or variations to matters identified in the accompanying Notice of Meeting, other than the election of directors, and with respect to other matters which may properly come before the Meeting, the Shares represented by a proxy will be voted by the persons so designated in their discretion. A proxy may not confer any discretion to vote in respect of the election of a director unless the nominee is named in the proxy or in the Information Circular. At the date of this Information Circular, management of the Company knows of no such amendment, variations or other matters to come before the Meeting.

Voting Shares and Principal Shareholders

As of March 1, 2004, the Company had outstanding 130,233,878 fully paid and non-assessable Shares, each Share carrying the right to one vote.

Only shareholders of record at the close of business on March 22, 2004, who either personally attend the Meeting or who have completed and delivered a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Shares voted at the Meeting. A quorum for general meetings of shareholders is not less than two persons being present in person or being represented by proxy, holding not less than one-twentieth of the issued Shares.

To the knowledge of the Directors and senior officers of the Company, no person or corporation beneficially owns, directly or indirectly, or exercises control or direction over Shares carrying more than 10% of the voting rights attached to all outstanding Shares as at March 1, 2004.

Security Ownership by Directors and Executive Officers

The following table sets out as of March 1, 2004, ownership of Shares by each Director and nominee for Director of the Company, each current executive officer of the Company and by all Directors and executive officers of the Company, who are such as at March 1, 2004, as a group,

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without naming them. All such Shares are directly owned by the person shown unless otherwise indicated by footnote.

Name of Beneficial Owner	Number of Shares
A. Dan Rovig, Director and Chairman		200,000	(1)
C. Kevin McArthur, Director, President and Chief Executive Officer		950,000	(2)
Ian S. Davidson, Director		86,966	(3)
Jean Depatie, Director		77,000	(4)
Kenneth F. Williamson, Director		105,000	(5)
P. Randy Reifel, Director		3,421,333	(6)
Charles A. Jeannes, Senior Vice President Administration, General Counsel and Secretary		475,000	(7)
James S. Voorhees, Vice President Operations and Chief Operating Officer		421,500	(8)
Cheryl S. Maher, Vice President Finance, Chief Financial Officer and Treasurer		145,500	(9)
David L. Hyatt, Vice President, US Operations		108,000	(10)
Steven L. Baumann, Vice President, Central America		141,500	(11)
Michael A. Steeves, Vice President, Investor Relations		100,000	(12)
Directors and Executive Officers as a Group (12 persons)		6,231,799	(13)

Notes:

(1)	The number includes immediately exercisable options in respect of 175,000 Shares, 20,000 Shares at a price of Cdn$5.60 per Share on or before November l, 2006, 80,000 Shares at a price of Cdn$13.09 per Share on or before November 6, 2007 and 75,000 Shares at a price of Cdn$22.61 on or before December 2, 2008.
(2)	The number includes immediately exercisable options in respect of 830,000 Shares, 30,000 Shares at a price of Cdn$2.90 per Share on or before May 2, 2005, 20,000 Shares at a price of Cdn$5.60 per Share on or before November l, 2006, 400,000 Shares at a price of Cdn$7.38 per Share on or before March 24, 2007, 180,000 Shares at a price of Cdn$13.09 per Share on or before November 6, 2007 and 200,000 Shares at a price of Cdn$22.61 on or before December 2, 2008.
(3)	The number includes immediately exercisable options in respect of 75,000 Shares, 20,000 Shares at a price of Cdn$5.60 on or before November 1, 2006, 30,000 Shares at a price of Cdn$13.09 per Share on or before November 6, 2007 and 25,000 Shares at a price of Cdn$22.61 on or before December 2, 2008.
(4)	The number includes immediately exercisable options in respect of 75,000 Shares, 20,000 Shares at a price of Cdn$5.60 per Share on or before November 1, 2006, 30,000 Shares at a price of Cdn$13.09 per Share on or before November 6, 2007, and 25,000 Shares at a price of Cdn$22.61 on or before December 2, 2008.
(5)	The number includes immediately exercisable options in respect of 100,000 Shares, 25,000 Shares at a price of Cdn$2.60 per Share on or before April 28, 2004, 20,000 Shares at a price of Cdn$5.60 per Share on or before November 1, 2006, 30,000 Shares at a price of Cdn$13.09 per Share on or before November 6, 2007 and 25,000 Shares at a price of Cdn$22.61 on or before December 2, 2008.
(6)	The number includes immediately exercisable options in respect of 852,500 Shares, 697,500 Shares at a price of Cdn$3.07 per Share on or before August 21, 2005, 100,000 Shares at a price of Cdn$13.09 per Share on or before November 6, 2007, 30,000 Shares at a price of Cdn$17.20 on or before July 30, 2008 and 25,000 Shares at a price of Cdn$22.61 on or before December 2, 2008. 2,540,755 of the Shares are owned by a corporate entity controlled by Mr. Reifel.

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(7)	The number includes immediately exercisable options in respect of 425,000 Shares, 200,000 Shares at a price of Cdn$7.38 per Share on or before March 24, 2007, 125,000 Shares at a price of Cdn$13.09 per Share on or before November 6, 2007 and 100,000 Shares at a price of Cdn$22.61 on or before December 2, 2008.
(8)	The number includes immediately exercisable options in respect of 400,000 Shares, 200,000 Shares at a price of Cdn$7.38 per Share on or before March 24, 2007, 100,000 Shares at a price of Cdn$13.09 per Share on or before November 6, 2007 and 100,000 Shares at a price of Cdn$22.61 per Share on or before December 2, 2008.
(9)	The number includes immediately exercisable options in respect of 140,000 Shares, 50,000 Shares at a price of Cdn$3.00 per Share on or before February 28, 2005 and 90,000 Shares at a price of Cdn$22.61 per Share on or before December 2, 2008.
(10)	The number includes immediately exercisable options in respect of 95,000 Shares, 5,000 Shares at a price of Cdn$2.70 per Share on or before April 23, 2004, 40,000 Shares at a price of Cdn$2.90 per Share on or before May 2, 2005, 10,000 Shares at a price of Cdn$13.09 per Share on or before November 6, 2007 and 40,000 Shares at a price of Cdn$22.61 on or before December 2, 2008.
(11)	The number includes immediately exercisable options in respect of 140,000 Shares at a price of Cdn$22.61 per Share on or before December 2, 2008.
(12)	The number includes immediately exercisable options in respect of 100,000 Shares at a price of Cdn$11.84 per Share on or before June 14, 2007.
(13)	The number includes immediately exercisable options in respect of 3,407,500 Shares.

ELECTION OF DIRECTORS

Size of Board

The size of the Board of Directors was last determined by shareholders at six and it is proposed that the size of the Board of Directors remain at six persons for the ensuing year. Shareholders will be asked to approve an ordinary resolution that the number of Directors elected be fixed at six.

The Board of Directors unanimously recommends that each shareholder vote FOR the establishment of the size of the Board of Directors at six.

Term of Office

The term of office of each of the current Directors expires at the conclusion of the Meeting. The persons named below will be nominated for election at the Meeting as management’s nominees. Each Director elected at the Meeting or appointed by the Board of Directors to fill a vacancy on the Board of Directors thereafter will hold office until the next annual general meeting of the Company or until the Director’s successor is elected or appointed, unless the Director’s office is earlier vacated in accordance with the Articles of the Company or the provisions of the Company Act (British Columbia).

Nominees

The Company Act (British Columbia) requires that the Company, not less than 56 days before it holds a general meeting at which a Director is to be elected, publish an advance notice of the meeting that, among other things, invites written nominations for Directors signed by shareholders holding in the aggregate not less than 10% of the Shares having the right to vote at the meeting. If a nomination is received, the information concerning the nominee required to be furnished in an information circular is to be included with the Company’s list of nominees. The

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required notice was published on January 22, 2004. No nominees for Director were received from the shareholders at the time of finalizing this Information Circular.

The following table sets out the names and ages of management’s nominees for election as Director, all offices in the Company now held by each of them, the principal occupation, business or employment of each of them and the period of time during which each has been a Director of the Company. Each of the nominees has consented in writing to stand for election as a Director of the Company.

Name, Age, Position and	Occupation, Business	Period a Director of the
Country of Residence(1)	or Employment(2)	Company
A. Dan Rovig, 65 Chairman and Director U.S.A.	Independent Consultant; Director and Chairman of the Board of the Company.	November 17, 1989 to August 15, 1997 and November 19, 1998 to present.
C. Kevin McArthur, 49 President, Chief Executive Officer and Director U.S.A.	President and Chief Executive Officer of the Company.	January 1, 1998 to present.
A. Ian S. Davidson, 62 Director Canada	Vice-President of RBC Dominion Securities Inc.	June 28, 1994 to present.
Jean Depatie, 67 Director Canada	President and Chief Executive Officer of Gold Hawk Resources Inc.	December 12, 1997 to present.
Kenneth F. Williamson, 56 Director Canada	Independent Consultant.	April 28, 1999 to present.
P. Randy Reifel, 51 Director Canada	President of Chesapeake Gold Corp.; President of Francisco Gold Corp. from February 1984 to July 2002.	July 16, 2002 to present.

Note:

(1)	See “Corporate Governance and Committees — TSX Guideline #9” for a description and composition of the committees of the Board of Directors. There is no executive committee of the Board of Directors.
(2)	The information as to principal occupation and business or employment is not within the knowledge of the management of the Company and has been furnished by the respective nominees.

A. Dan Rovig is currently a Director and the Chairman of the Board of Directors of the Company and has been such from November 19, 1998. Mr. Rovig first joined the Company in September of 1988 as the President of Glamis Gold Inc. and as Vice President Operations of the Company. He became a Director and the President and Chief Executive Officer of the Company and its subsidiaries on November 17, 1989 and held those positions until August 15, 1997 when he retired from the Company. Following retirement he acted as a consultant to the Company until

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August 1998. Before joining the Company in September 1988, Mr. Rovig was an executive officer of British Petroleum Minerals Ltd, including its subsidiaries Amselco Minerals Inc. and BP Minerals America for five years.

C. Kevin McArthur has been a Director, President and Chief Executive Officer of the Company since January 1, 1998. He served the Company and its subsidiaries in various capacities from February 1988 to the present, including Chief Operating Officer of the Company from July 30, 1997 to December 31, 1997, President & General Manager of Glamis Rand Mining Company from December 1, 1995 to July 29, 1997 and prior to that as Vice President and General Manager of Chemgold, Inc. Both Glamis Rand Mining Company and Chemgold, Inc. are subsidiaries of the Company.

A. Ian S. Davidson became a Director of the Company in June of 1994. Mr. Davidson has been in the investment industry since 1969 and is currently a Vice President of RBC Dominion Securities Inc. He has held this position with RBC Dominion Securities Inc. and its predecessor since February 1992.

Jean Depatie became a Director of the Company in December of 1997. Mr. Depatie is currently President of Decamine Inc., a private consulting firm, and previously was President and Chief Executive Officer of Gold Hawk Resources Inc. from May 1997 to November 2003. Prior thereto he was President and Chief Executive Officer of Cambiex Exploration from August 1995 to April 1997 and President & Chief Executive Officer of Louvem Mines Inc. from February 1993 to August 1995. Mr. Depatie is currently a Director of the following public companies: Freewest Resources Canada Inc., Novicourt Inc., Sulliden Exploration Inc., Franc-Or Resources Corp. and Gold Hawk Resources Inc.

Kenneth F. Williamson became a Director of the Company in April of 1999. Mr. Williamson has been associated with the brokerage business as an investment banker for 18 years having held positions as Vice Chairman, Investment Banking at Midland Walwyn/Merrill Lynch from 1993 until 1998. Since 1998 he has been an independent consultant. His main areas of concentration have been mergers and acquisitions and capital markets. Mr. Williamson is currently a Director of the following public companies: Blackrock Ventures Inc. and Bioteq Environmental Technologies Inc.

P. Randy Reifel became a Director of the Company in July of 2002 upon the closing of the merger of Francisco Gold Corp. (“Francisco”) with the Company. Mr. Reifel was a director and the President of Francisco from February, 1984 until July, 2002. Currently, Mr. Reifel is a director and the President of Chesapeake Gold Ltd. (“Chesapeake”), a public company that was formed as part of the merger between the Company and Francisco.

The Board of Directors unanimously recommends that each shareholder vote FOR the election of the above nominees as Directors, to hold office until the next annual general meeting of shareholders or until their successors are elected and qualified.

Voting for Directors

Under the Company Act (British Columbia) and the Articles of the Company, the six nominees for election to the Board of Directors who receive the greatest number of votes cast for the

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election of Directors by Shares present, in person or represented by proxy at the Meeting and entitled to vote, will be elected Directors, if a quorum is present. In the election of Directors, a withholding of a vote will have no effect on the election since only affirmative votes will be counted with respect to the election of Directors. Voting at the meeting will, except where a poll is demanded by a member or proxy holder entitled to attend the Meeting, be by a show of hands.

Compensation of Directors

For the fiscal year ended December 31, 2003, each Director of the Company was entitled to an annual fee of $16,000 payable quarterly for acting as a Director and fees of $1,000 for each meeting of the Board of Directors attended and $500 for each committee meeting attended. Directors also receive share purchase options (see “Security Ownership by Directors and Executive Officers”). These share purchase options are granted at the discretion of the Compensation and Nominating Committee whose current practice is to provide the Chairman with up to 200,000 share purchase options and each outside Director with up to 100,000 share purchase options. Additional share purchase options have previously been granted based on particular circumstances. All share purchase options granted to Directors are immediately exercisable. Subject to the discretion of the Compensation and Nominating Committee, the practice of the Committee is to grant additional share purchase options to Directors following their exercise of the options presently held.

CORPORATE GOVERNANCE AND COMMITTEES

The TSX requires that every listed company incorporated in Canada or a province of Canada must disclose on an annual basis its approach to corporate governance and provide a description of the company’s system of corporate governance with specific reference to the guidelines (collectively, the “TSX Guidelines” and each is referred to alone as a “TSX Guideline”) set out in the TSX Company Manual and, where the company’s system is different from any of those guidelines or where the guidelines do not apply to the company’s system, an explanation of the differences or their inapplicability.

Details of the Company’s corporate governance practices and the responsibilities of the Board of Directors (the “Board”), with reference to the enumerated TSX Guidelines, are addressed below. This disclosure was approved by the Board at a meeting held on February 13, 2004.

1. The Board should explicitly assume responsibility for stewardship of the corporation, and as part of this should assume responsibility for the following matters: (i) the adoption of a strategic planning process, (ii) the identification of the principal risks associated with the business and the implementation of systems to manage the risk, (iii) provide for succession planning, including the appointment, training and monitoring of senior management, (iv) the establishment of a communications policy and (v) the integrity of the Corporation’s internal controls and management information systems.

The Company complies with this TSX Guideline. The Board is empowered by the Company’s Articles to manage, or supervise the management of the affairs and business of the Company. The Board assumes responsibility for the stewardship of the Company through quarterly and special meetings and has delegated certain of its responsibilities to those committees described

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below under TSX Guideline #9. In addition, the Board has established policies and procedures that limit the ability of management to carry out certain specific activities without the prior approval of the Board. All material acquisitions and material asset dispositions require approval of the Board.

The strategic planning process, related not only to current mining operations, but also to the acquisition and development of new properties or the acquisition of companies which control properties which are of interest to the Company, is of key importance to a corporation the size of the Company. The Board is actively involved in this planning process thereby carrying out its duty to take steps to increase shareholder value. The strategic planning process in respect of exploration and current mining operations is accomplished through a yearly review and approval process wherein the Board reviews a rolling, five-year budget which is presented by management. The strategic planning process with respect to exploration initiatives outside the budget and the acquisition of properties or other companies is carried out by the full Board reviewing proposals brought to it by management. Outside consultants and professionals are engaged as appropriate by management or the Board. The Board monitors management’s success in implementing the strategic plan through the Board’s quarterly and special meetings and provides ongoing guidance to management at such meetings.

The Board, as part of the strategic planning process, has identified the principal risks associated with the Company’s business and has implemented a process for the regular review of these risks and has taken steps to deal with them. The Board has adopted an Environmental Policy that is administered by the Environment Committee. This committee reports to the Board on a quarterly basis, thereby enabling the Board to monitor the effectiveness of the Environmental Compliance Program.

The Board has delegated responsibility for communication with the public and the Company’s shareholders to its President and Chief Executive Officer, Senior Vice President Administration and Vice-President, Investor Relations. Procedures are in place to ensure proper dissemination of news releases and that shareholders who request information about the Company receive it in a timely manner. In addition, the Board has adopted a Corporate Disclosure, Confidentiality and Insider Reporting Policy which sets out rules for the disclosure of corporate information, the obligation of Directors, officers and employees of the Company to hold non-disclosed material information confidential and the trading and reporting of sales of shares of the Company.

The responsibility for monitoring the effectiveness of the Company’s internal financial information systems has been delegated to the Company’s Chief Financial Officer who reports to the Audit Committee and the Board on a quarterly basis. The duty of monitoring the technical affairs of the Company falls on the President and Chief Executive Officer who is a member of the Board. Operational reports are made to the Board on a quarterly basis to enable the Board to evaluate the Company’s performance against the Company’s strategic plan.

The Board has adopted specific programs for succession of management and training of management. Additionally, it monitors the performance of senior management against the business plan through a periodic review process (at least every quarter) and reviews and approves promotion and succession matters.

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2. The Board should be constituted with a majority of individuals who qualify as unrelated directors.

The Company complies with this TSX Guideline. The Board is currently comprised of six persons of which five (Messrs. Rovig, Davidson, Depatie, Williamson and Reifel) are not employees or executive officers (Mr. Rovig is the non-executive Chairman of the Board) of the Company. The Board believes that these five Directors are “unrelated Directors” within the meaning of the TSX Guidelines as none of them is an executive officer or employee of the Company or party to any material contract with the Company and none of them receive remuneration from the Company in excess of directors’ fees and grants of stock options. As a result, these five Directors are free from any interest and any business or other relationship which could, or could reasonably be perceived to, materially interfere with their ability to act independently from management or to act as a director with a view to the best interests of the Company, other than interests and relationships arising from shareholdings. The remaining member of the Board, Mr. Kevin McArthur, is the President and Chief Executive Officer of the Company, and is an employee of the Company. In addition, the Board has determined that Messrs. Rovig, Davidson, Depatie and Williamson are independent directors under the rules of the New York Stock Exchange such that a majority of the members of the Board are independent directors under those rules.

3. The Board should disclose annually whether the Board is constituted with a majority of unrelated Directors, including disclosure of directors who are related to a significant shareholder.

The Company’s common shares are widely held and it has no “significant shareholder”, as defined in the TSX Guidelines, as no shareholder of the Company has the ability to exercise a majority of the votes for the election of Directors. See TSX Guideline #2 for the required disclosure concerning unrelated directors.

4. The Board should appoint a committee of directors composed exclusively of outside (non-management) directors, a majority of whom are unrelated directors, that is responsible for the appointment and assessment of directors.

The Company complies with this TSX Guideline. The Company’s Compensation and Nominating Committee (see description of the Compensation and Nominating Committee under TSX Guideline #9) is responsible for the assessment of the effectiveness of the Board as a whole and participates in the recruitment and recommendation of nominees for appointment or election to the Board.

5. The Board should implement a process for assessing the effectiveness of the Board, its committees and individual directors.

The Company complies with this TSX Guideline. The Company has adopted a formal procedure for assessing and evaluating the effectiveness of both the individual Directors as well as the Board as a whole. This function is carried out annually by the Corporate Governance Committee whose evaluations and assessments are then provided to the Compensation and Nominating

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Committee in connection with its recommendations of persons as nominees for the position of Director of the Company.

6. The Board should provide an orientation and education program for new directors.

The Company complies with this TSX Guideline. The Corporate Governance Committee has had a Directors’ Manual prepared which is distributed to all Directors to assist them in carrying out their duties. This Manual contains a Code of Business Conduct and Ethics to be adhered to by the Directors and employees of the Company in carrying out their duties. The Code of Business Conduct and Ethics is posted on the Company’s website at www.glamis.com.

7. The Board should examine the size of the Board, with specific reference to its effectiveness.

The Company complies with this TSX Guideline. The size and composition of the Board is subject to periodic review by the Compensation and Nominating Committee and the Board as a whole. In accordance with the recommendations of the Compensation and Nominating Committee, the number of Directors proposed for election at the Annual General Meeting held in May of 2003 was reduced from the nine members who were then serving, to 6. This Committee has recommended that the number of Directors to be elected at the Meeting remain at 6.

8. The Board should review the adequacy and form of compensation for directors in light of the risks and responsibilities involved in being an effective director.

The Company complies with this TSX Guideline. The Compensation and Nominating Committee is responsible for determining the compensation paid to the Directors. Their compensation is based on the Committee’s analysis of the time and effort devoted by the Directors to the meetings and affairs of the Company, as well as various surveys of compensation paid to directors of other public companies of a similar size to the Company in the metals and mining industry.

9. Committees of the Board should generally be composed of outside directors, a majority of whom are unrelated directors, however, some committees may include one or more inside directors.

The Board has four Committees: the Audit Committee, the Compensation and Nominating Committee, the Corporate Governance Committee and the Environment Committee.

     Audit Committee

The composition of the Audit Committee complies with the TSX Guideline. The Company’s Audit Committee is comprised of Ian Davidson, Dan Rovig and Kenneth Williamson, all of whom are outside and unrelated Directors within the meaning of the TSX Guidelines. In addition, each member of the Audit Committee is “independent,” as that term is used in Part 303.01 of the Listed Company Manual of the New York Stock Exchange.

The Audit Committee reviews all financial statements of the Company prior to their publication, reviews audits, considers the adequacy of the audit procedures, recommends the appointment of

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independent auditors, reviews and approves professional services to be rendered by them and reviews fees for audit services. On August 4, 2000, the Board adopted a charter for the Audit Committee to follow in carrying out its audit and financial review functions. This charter was amended and restated by the Board as of February 13, 2004 and is available for viewing on the Company’s website at www.glamis.com.

The Board has established definitions for “financial literacy” and “accounting or related financial expertise” and has determined that all members of the Audit Committee are financially literate and that at least one member of the Audit Committee has accounting or related financial expertise. The Audit Committee meets separately (without management present) with the Company’s auditors to discuss the various aspects of the Company’s financial statements and the independent audit.

     Environment Committee

The Environment Committee is composed of 3 Directors (Jean Depatie, Kevin McArthur and Randy Reifel), 2 of whom (Messrs. Depatie and Reifel) are outside and unrelated Directors. This composition complies with the TSX Guideline as a majority of the members are unrelated Directors. The Board has determined that the input of the President and Chief Executive Officer is important to the Environment Committee in reviewing the environmental affairs of the Company.

The Environment Committee’s function includes arranging for and reviewing the annual independent environmental audit of the Company’s operations. The responsibility of the Committee is to ensure adherence to the Company’s Environmental Policy (the “Policy”), to review the effectiveness of the Policy and to ensure that environmental incidents are dealt with expeditiously.

     Compensation and Nominating Committee

The composition of the Company’s Compensation and Nominating Committee, comprised of Dan Rovig, Jean Depatie and Kenneth Williamson, all outside and unrelated Directors, complies with the TSX Guideline.

On February 13, 2004, the Board adopted a charter for the Compensation and Nominating Committee to follow in carrying out its duties. This charter is available for viewing at the Company’s website at www.glamis.com.

The compensation function of the Compensation and Nominating Committee is to review on an annual basis, the compensation paid to the Company’s Directors, to review the performance and compensation paid to the Company’s executive officers and to make recommendations on compensation to the Board. In addition, the Committee reviews annually the compensation plans for the Company’s non-executive staff. The compensation philosophy of the Compensation and Nominating Committee is stated below under “Report of the Compensation and Nominating Committee on Compensation of Executive Officers and Others”.

The nominating function of the Compensation and Nominating Committee is to evaluate and recommend to the Board the size of the Board and persons as nominees for the position of

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Director of the Company. The Company has adopted a formal procedure for assessing and evaluating the effectiveness of both the individual Directors as well as the Board as a whole. This function is carried out annually by the Corporate Governance Committee whose evaluations and assessments are then provided to the Compensation and Nominating Committee in connection with its duty of evaluating and recommending persons as nominees for the position of Director of the Company.

     Corporate Governance Committee

The Corporate Governance Committee is composed of 3 Directors (Ian Davidson, Kevin McArthur and Randy Reifel), 2 of whom (Messrs. Davidson and Reifel) are outside and unrelated Directors. This composition complies with the TSX Guideline as a majority of the members are unrelated Directors. The Board has determined that the input of the President and Chief Executive Officer to the Corporate Governance Committee is important in reviewing the corporate governance standards that the Company should adhere to.

On February 13, 2004, the Board adopted a charter for the Corporate Governance Committee to follow in carrying out its duties. This charter is available for viewing at the Company’s website at www.glamis.com.

The Corporate Governance Committee has been given the responsibility of developing and recommending to the Board the Company’s approach to corporate governance. This Committee has had a Directors’ Manual prepared and distributed to all Directors to assist members of the Board in carrying out their duties. The Committee has also prepared Corporate Governance Guidelines for the Company which have been adopted by the Board and are available for viewing at the Company’s website at www.glamis.com. The Corporate Governance Committee also reviews with management all new and modified rules and policies applicable to governance of the Company to assure that the Company remains in full compliance with such requirements.

10. The Board should assume or assign responsibility to a committee of the Board, the responsibility for developing the corporation’s approach to governance issues.

The Company complies with this TSX Guideline. See description of Corporate Governance Committee under TSX Guideline #9.

11. The Board, together with the Chief Executive Officer (“CEO”) should develop position descriptions for the Board and for the CEO, involving the definition of the limits to management’s responsibilities and the Board should approve or develop the corporate objectives which the CEO is responsible for meeting.

The Company complies with this TSX Guideline. See the description under TSX Guideline #1.

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12. The Board should have in place structures and procedures to ensure that the Board can function independently of management. An appropriate structure would be to (i) appoint a chairman who is not a member of management to ensure that the Board discharges its responsibilities, or (ii) adopt alternate means of achieving this.

The Company complies with this TSX Guideline. Mr. Dan Rovig, the Chairman of the Board, is not a member of management and is accordingly an unrelated Director. At each meeting of the Board, a separate session of the unrelated Directors chaired by Mr. Rovig is held. The purpose of these sessions is to allow frank and open discussion regarding the affairs of the Company, including management performance, without management being present.

13. The Board should ensure that the Audit Committee is composed of outside directors and that the role and responsibilities of the Audit Committee are specifically defined.

The Company complies with this TSX Guideline. See description of the Audit Committee under TSX Guideline #9.

14. The Board should implement a system to enable individual directors to engage outside advisors at the Corporation’s expense.

The Company complies with this TSX Guideline. The Board has a policy of permitting individual Directors, subject to the approval of the Board, to engage outside legal, financial or other expert advisors at the Company’s expense in the appropriate circumstances.

REPORT OF THE COMPENSATION AND NOMINATING COMMITTEE ON COMPENSATION OF
EXECUTIVE OFFICERS AND OTHERS

The Company’s Compensation and Nominating Committee comprised of Jean Depatie, A. Dan Rovig, and Kenneth F. Williamson, reviews the compensation of the Company’s executive officers, other employees and Directors annually and makes recommendations on compensation to the Board.

It is the policy of the Committee to compensate the Company’s executive officers by both direct remuneration (salary and bonuses) and entitlement to share purchase options. Though the Committee has not established any specific compensation criteria directly related to corporate performance, the Committee’s philosophy is to balance short and long term incentives in evaluating performance and determining actual incentive awards. The Committee targets base salary levels by comparison with other public companies of a similar size to the Company in the metals and mining industry. The base salaries are reviewed annually for market competitiveness and to reflect each executive officer’s responsibilities, experience and individual performance. The Company has established no formal bonus program for executives. Instead, the Committee reviews executive performance on an ongoing basis and has from time to time awarded cash bonuses to all or some of the executives for outstanding or extraordinary performance, often in connection with a particular transaction or accomplishment. Compensation in the form of share purchase options in excess of the amounts stated in employment contracts is tied in part to individual and Company performance.

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The Committee reviews several factors in determining, on an annual basis, the total compensation payable to the President and Chief Executive Officer. In particular, the Committee reviews publicly available data and data provided by independent third parties regarding compensation paid to Chief Executive Officers of other public companies of a similar size to the Company in the metals and mining industry. Additionally, the Committee considers the specific performance of the Chief Executive Officer during the preceding year, including generally the performance of the Company as a whole as measured by its financial performance, operational performance and specific strategic achievements.

The Committee also reviews the compensation paid to Directors of the Company. The compensation paid to the Directors is based on the Committee’s analysis of the time and effort devoted by the Directors to the meetings and affairs of the Company, as well as various surveys of compensation paid to directors of other public companies of a similar size to the Company in the metals and mining industry. In addition, Directors are entitled to receive share purchase options under the Company’s Incentive Share Purchase Option Plan. The Committee’s current practice is to provide the Chairman with up to 200,000 share purchase options and each outside director with up to 100,000 share purchase options. Additional share purchase options have previously been granted based on particular circumstances. All share purchase options granted to Directors are immediately exercisable. Subject to the discretion of the Compensation and Nominating Committee, the practice of the Committee is to grant additional share purchase options to the Directors following their exercise of the options presently held.

     Compensation and Nominating Committee

A. Dan Rovig Kenneth F. Williamson Jean Depatie

EXECUTIVE COMPENSATION

Remuneration of Management and Others

During the Company’s fiscal year ended December 31, 2003 the aggregate remuneration paid or payable to the Directors and all executive officers of the Company and its subsidiaries (all of whose financial statements are consolidated with those of the Company) was $1,610,705.

Under an existing policy of insurance, the Company is entitled to be reimbursed for indemnity payments it is required or permitted to make to Directors and officers. The Directors and officers of the Company as individuals are insured for losses arising from claims against them for certain acts, errors or omissions. The policy provides a maximum coverage in any one policy year of Cdn$10 million for each claim. The annual premium which is payable during the current fiscal year is Cdn$245,215. The premiums for the policy are not allocated between Directors and officers as separate groups.

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Named Executive Officers

Under applicable laws Mr. McArthur, Mr. Jeannes, Mr. Voorhees, Ms. Maher and Mr. Hyatt are “Named Executive Officers” of the Company for the period ended December 31, 2003. The following disclosure is in respect of these individuals.

     Compensation of Named Executive Officers

The table below shows the compensation paid to the Named Executive Officers for the past three fiscal years.

SUMMARY COMPENSATION TABLE

									Long Term
	Annual								Compensation
	Compensation								Awards
									Securities
									Underlying
							Other Annual		Options/		All Other
			Salary		Bonus		Compensation		SARs Granted		Compensation
Name and Principal Position	Year		($)		($)		($)		(#)(2)		($)
C. Kevin McArthur		2003		320,833		Nil		Nil		200,000		2,415,381	(1)(3)
President, Chief Executive		2002		267,000		365,000		Nil		780,000		1,503,766	(1)(3)
Officer and Director		2001		242,000		365,000		Nil		20,000		17,375	(1)
Charles A. Jeannes		2003		229,167		Nil		Nil		100,000		473,308	(3)
Senior Vice-President Administration,		2002		220,000		210,000		Nil		325,000		1,005,800	(3)
General Counsel and Secretary		2001		201,667		210,000		Nil		Nil		Nil
James S. Voorhees		2003		229,167		Nil		Nil		100,000		885,555	(3)
Vice-President, Operations,		2002		220,000		210,000		Nil		300,000		799,949	(3)
and Chief Operating Officer		2001		201,667		100,000		Nil		Nil		Nil
Cheryl S. Maher		2003		155,375		Nil		Nil		90,000		738,994	(3)
Vice-President Finance,		2002		148,500		110,000		Nil		55,000		434,965	(3)
Chief Financial Officer and Treasurer		2001		136,125		65,000		Nil		Nil		Nil
David L. Hyatt		2003		136,250		Nil		Nil		40,000		379,778	(3)
Vice-President,		2002		134,250		30,000		Nil		10,000		246,258	(3)
U.S. Operations		2001		120,997		35,000		Nil		Nil		12,208	(3)

Notes:

(1)

Includes a fee of $16,000 ($8,000 prior to 2003) paid annually to the Named Executive Officer in his capacity as a Director of the Company and fees of $1,000 for each meeting of the Board attended and of $500 for each committee meeting attended.

(2)

The Table lists share purchase options (“Options”) granted during the noted fiscal year under the Company’s Incentive Share Purchase Option Plan (the “Plan”). The Named Executive Officers of the Company are not entitled to receive share appreciation rights (“SAR”) under the Company’s Share Appreciation Rights Plan. As of March 1, 2004, options in respect of 4,015,500 Shares were outstanding under the Plan at exercise prices ranging from Cdn$2.18 to Cdn$22.61 and 153,030 Shares remained available under the Plan for the grant of additional options by the Compensation and Nominating Committee. This number of Shares will be increased to 3,653,030 if shareholders approve the amendment of the Company’s Incentive Share Purchase Option Plan which is described below under “Share Compensation Plans”. Options granted under the Plan are made for a 5-year period at the closing price as published by the TSX on the trading day prior to the date of grant. The Compensation and Nominating Committee determines which Named Executive Officers, Directors and employees of the Company are to receive Options, the exercise price of the Options, and restrictions, if any, which are to attach to the right to exercise Options. The employment contracts of the Named Executive Officers provide that they are entitled to be granted Options in respect of a stated number of Shares,

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however, the Compensation and Nominating Committee can, and has, granted options in excess of the stated amounts. If a Named Executive Officer has his employment with the Company terminated without cause, any outstanding Options will remain in effect for a period which is the shorter of the time to the expiration of the share purchase option and up to 36 months from the time of termination of employment.

(3)

The stated amount includes an amount in respect of the exercise of Options that is the difference between the aggregate market value, on the day of exercise, of Shares acquired upon exercise of Options and the aggregate purchase price of such Shares under the Option.

Long-Term Incentive Plan and Restricted Stock Awards

No long-term incentive plan awards or awards of restricted stock were made to the Named Executive Officers during the Company’s most recently completed financial year.

Options Granted to the Named Executive Officers

Share purchase options granted during the financial year ended December 31, 2003 to the Named Executive Officers, pursuant to the Company’s Incentive Share Purchase Option Plan, are as follows:

OPTION/SAR GRANTS IN THE LAST FISCAL YEAR

			% of Total					Market Value
	Securities		Options/					of Securities				Potential Realizable
	Under		SARs					Underlying				Value at Assumed
	Options/		Granted to			Exercise		Options on the				Annual Rates of
	SARs		Employees			Price		Date of Grant				Stock Price
	Granted(1)		in Fiscal			(Cdn$/		(Cdn$/		Expiration		Appreciation for
Name	(#)		Year			Security)		Security)		Date		Option Term
												5%		10%
												(Cdn$)		(Cdn$)
C. Kevin McArthur		200,000		16.40	%		22.61		22.61		12/02/08		1,142,956		2,599,922
Charles A. Jeannes		100,000		8.20	%		22.61		22.61		12/02/08		571,478		1,299,961
James S. Voorhees		100,000		8.20	%		22.61		22.61		12/02/08		571,478		1,299,961
Cheryl S. Maher		90,000		7.38	%		22.61		22.61		12/02/08		514,330		1,169,965
David L. Hyatt		40,000		3.28	%		22.61		22.61		12/02/08		228,591		519,984

Notes
(1)	The grants are in respect of Shares of the Company. No SARs were granted to the Named Executive Officers.

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Share Purchase Options Exercised by the Named Executive Officers

Share purchase options exercised by the Named Executive Officers during the financial year ended December 31, 2003 and the value of the unexercised in-the-money options at December 31, 2003, are as follows:

	Securities					Value of Unexercised in-the-
	Acquired		Aggregate		Unexercised Options at FY-end,	Money Options at FY-end
	on		Value		Exercise Price and whether	and whether Exercisable or
	Exercise		Realized		Exercisable or Unexercisable	Unexercisable
Name	(#)		(Cdn.$)		(#)	(Cdn.$)
C. Kevin McArthur		270,000		3,405,000	30,000 exercisable at Cdn.$2.90 20,000 exercisable at Cdn.$5.60 400,000 exercisable at Cdn.$7.38 180,000 exercisable at Cdn.$13.09 200,000 exercisable at Cdn.$22.61	581,400 Exercisable 333,600 Exercisable 5,960,000 Exercisable 1,654,200 Exercisable Nil
Charles A. Jeannes		50,000		642,700	200,000 exercisable at Cdn.$7.38 125,000 exercisable at Cdn.$13.09 100,000 exercisable at Cdn.$22.61	2,980,000 Exercisable 1,148,750 Exercisable Nil
James S. Voorhees		75,000		1,232,250	200,000 exercisable at Cdn.$7.38 100,000 exercisable at Cdn.$13.09 100,000 exercisable at Cdn.$22.61	2,980,000 Exercisable 919,000 Exercisable Nil
Cheryl S. Maher		90,000		970,890	50,000 exercisable at Cdn.$3.00 90,000 exercisable at Cdn.$22.61	964.000 Exercisable Nil
David L. Hyatt		40,000		520,500	10,000 exercisable at Cdn.$2.70 40,000 exercisable at Cdn.$2.90 10,000 exercisable at Cdn.$13.09 40,000 exercisable at Cdn.$22.61	195,800 Exercisable 775,200 Exercisable 91,900 Exercisable Nil

Employment Agreements between the Company and the Named Executive Officers

By an amended agreement dated November 1, 2001, Mr. C. Kevin McArthur was engaged by the Company to act as its President and Chief Executive Officer. The agreement has a month-to-month term subject to certain termination provisions. If Mr. McArthur is terminated for other than cause, he will be paid any remuneration due through the date of termination, together with two times the annual salary in force at the date of termination and will receive continued full benefit coverage for 24 months following termination or the cash value thereof. If the employment of Mr. McArthur is terminated or if he resigns his employment within 12 months following a change of control of the Company, as defined in the agreement, he will be paid any remuneration due through the date of termination together with three times the annual salary in force at the date of termination and will receive continued full benefit coverage for 36 months following termination or the cash value thereof. The current salary under the Agreement is $350,000 per annum plus benefits and participation in the Company’s Incentive Share Purchase Option Plan (see Note 2 to the “Summary Compensation Table”).

By an amended agreement dated November 1, 2001, Mr. Charles A. Jeannes was engaged by the Company to act as its Senior Vice-President Administration, General Counsel and Secretary. The

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Agreement has a month-to-month term subject to certain termination provisions. If Mr. Jeannes’ employment with the Company is terminated for other than cause, he will be paid any remuneration due through the date of termination together with two times the annual salary in force at the date of termination and will receive continued full benefit coverage for 24 months following termination or the cash value thereof. If the employment of Mr. Jeannes is terminated or if he resigns his employment within 12 months following a change of control of the Company, as defined in the agreement, he will be paid any remuneration due through the date of termination together with three times the annual salary in force at the date of termination and will receive continued full benefit coverage for 36 months following termination or the cash value thereof. The current salary under the Agreement is $242,000 per annum plus benefits and participation in the Company’s Incentive Share Purchase Option Plan (see Note 2 to the “Summary Compensation Table”).

By an amended agreement dated November 1, 2001, Mr. James S. Voorhees was engaged by the Company to act as its Vice-President, Operations and Chief Operating Officer. The Agreement has a month-to-month term subject to certain termination provisions. If Mr. Voorhees’ employment with the Company is terminated for other than cause, he will be paid any remuneration due through the date of termination together with two times the annual salary in force at the date of termination and will receive continued full benefit coverage for 24 months following termination or the cash value thereof. If the employment of Mr. Voorhees is terminated or if he resigns his employment within 12 months following a change of control of the Company, as defined in the agreement, he will be paid any remuneration due through the date of termination together with three times the annual salary in force at the date of termination and will receive continued full benefit coverage for 36 months following termination or the cash value thereof. The current salary under the Agreement is $242,000 per annum plus benefits and participation in the Company’s Incentive Share Purchase Option Plan (see Note 2 to the “Summary Compensation Table”).

By an amended agreement dated November 1, 2001, Ms. Cheryl S. Maher was engaged by the Company to act as its Vice President, Finance, Chief Financial Officer and Treasurer. The Agreement has a month-to-month term subject to certain termination provisions. If Ms. Maher’s employment with the Company is terminated for other than cause, she will be paid any remuneration due through the date of termination together with the annual salary in force at the date of termination and will receive continued full benefit coverage for 12 months following termination or the cash value thereof. If the employment of Ms. Maher is terminated or if she resigns her employment within 12 months following a change of control of the Company, as defined in the agreement, she will be paid any remuneration due through the date of termination together with two times the annual salary in force at the date of termination and will receive continued full benefit coverage for 24 months following termination or the cash value thereof. The current salary under the Agreement is $165,000 per annum plus benefits and participation in the Company’s Incentive Share Purchase Option Plan (see Note 2 to the “Summary Compensation Table”).

By an amended agreement dated November 1, 2001, Mr. David L. Hyatt was engaged by the Company to act as its Vice-President, U.S. Operations. The Agreement has a month-to-month term subject to certain termination provisions. If Mr. Hyatt’s employment with the Company is terminated for other than cause, he will be paid any remuneration due through the date of

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termination, together with the annual salary in force at the date of termination and will receive continued full benefit coverage for 12 months following termination or the cash value thereof. If the employment of Mr. Hyatt is terminated or if he resigns his employment within 12 months following a change of control of the Company, as defined in the agreement, he will be paid any remuneration due through the date of termination, together with two times the annual salary in force at the date of termination and will receive continued full benefit coverage for 24 months following termination or the cash value thereof. The current salary under the Agreement is $138,000 per annum plus benefits and participation in the Company’s Incentive Share Purchase Option Plan (see Note 2 to the “Summary Compensation Table”).

No funds were set aside or accrued by the Company during the year ended December 31, 2003 to provide pension, retirement or similar benefits for Directors or Named Executive Officers of the Company pursuant to any existing plan.

PERFORMANCE GRAPHS

The Toronto Stock Exchange

The following chart compares the market performance of the Company’s Shares in Canadian dollars on the TSX as compared to the S&P/TSX Gold Index and the S&P/TSX Composite Index. The TSX is the principal trading market for Shares of the Company outside of the United States.

TORONTO STOCK EXCHANGE

Compares 5 Year Cumulative Total Return among Glamis Gold Ltd., TSX Gold Index and TSX Composite Index

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New York Stock Exchange

The following chart compares the market performance of the Company’s Shares in U.S. dollars on the New York Stock Exchange (“NYSE”) as compared to the MG Group Index (an index comprised solely of gold mining companies) and the NYSE Market index.

NEW YORK STOCK EXCHANGE

Compares 5 Year Cumulative Total Return Among Glamis Gold Ltd., NYSE Market Index and MG Group Index

APPOINTMENT OF AUDITORS

KPMG LLP, Chartered Accountants, of 777 Dunsmuir Street, Vancouver, British Columbia, will be nominated at the Meeting at a remuneration to be fixed by the Directors. KPMG LLP have been the auditors of the Company since March 11, 1986.

It is anticipated that a representative of KPMG LLP will be in attendance at the Meeting and will be given an opportunity to make a statement if he desires and will be available to respond to appropriate questions.

The Board of Directors unanimously recommends that each shareholder vote FOR the appointment of KPMG LLP as auditor of the Company.

See “Item 17: Additional Information” in the Company’s AIF for the fiscal year ended December 31, 2003 for a description of fees paid to KPMG LLP for the years ended December 31, 2003 and 2002.

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SHARE COMPENSATION PLANS

Management proposes an amendment to the Company’s September 30, 1995 Incentive Share Purchase Option Plan, as amended (the “Option Plan”) and the creation of a new Equity Incentive Plan (the “Equity Plan”). Both of these matters will require approval of the shareholders as described below.

Amendment to the Option Plan

It is proposed that the Option Plan be amended by increasing the number of Shares reserved for issuance under the Option Plan by 3,500,000 Shares (the “Additional Option Plan Shares”). Without this amendment the Compensation and Nominating Committee would not be able to keep share purchase options (“Options”) as a component of compensation for the Company’s Directors, officers and employees since only 153,030 Shares (the “Available Option Plan Shares”) remain, as at March 1, 2004, available under the Option Plan for new Options.

The Compensation and Nominating Committee believes that the Option Plan is an effective means of attracting and keeping highly qualified management personnel, directors and employees. By allocating more Shares to the Option Plan, the Committee will have the option to continue to grant Options as a component of remuneration of the director’s, officers and employees of the Company or any subsidiary or affiliate of the Company. In addition, by allocating more Shares to the Option Plan the Company will more easily be able to meet its share purchase option exchange commitments which arise through the acquisition by the Company of other companies. Typically, the acquired company will have outstanding share purchase options that are converted, as part of the acquisition, into rights to acquire Shares. The simplest way for the Company to meet these obligations if to grant replacement share purchase options under the Option Plan. The Company has no planned acquisitions at this time.

Shareholders approved the adoption of the Option Plan on November 2, 1995. At that time 2,600,000 Shares were allotted for issuance under the Plan. On May 3, 2000 shareholders approved the allotment of an additional 2,016,800 Shares for issuance under the Option Plan and on May 9, 2002 shareholders approved the allotment of an additional 4,330,430 Shares for issuance under the Plan, for an aggregate of 8,947,230 Shares. As at March 1, 2004, 4,015,500 Shares remained subject to Options granted under the Option Plan and the Available Option Plan Shares remained available for the grant of new Options under the Option Plan.

The Board has approved, subject to shareholder and regulatory approval, an amendment of the Option Plan by allotting the Additional Option Plan Shares for issuance under the Option Plan. If this amendment is approved by the shareholders, 3,653,030 Shares will, as at March 1, 2004, be reserved for the grant of new Options by the Compensation and Nominating Committee.

Pursuant to applicable policies of the TSX, shareholder approval for the proposed amendment to the Option Plan is to be by a simple majority of the votes cast by or on behalf of shareholders represented at the Meeting. The Board unanimously recommends that each shareholder vote FOR the resolution approving the allocation of the Additional Option Plan Shares to the Option Plan.

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Details of the Option Plan

The Option Plan provides:

1. for the Board to fix the term of Options at not more than 5 years and to establish the terms under which Options may be exercised;

2. for the exercise price under each Option to be:

(a) the closing price of the Shares on the TSX on the last trading day before the Option is granted, or

(b) if the Board determines that the price established under paragraph (a) is not a representative price,

(i) the simple average of the high and low trading prices per Share on the TSX for the last five trading days before the date the Option is granted, or

(ii) such other price as determined by the Board and approved by the TSX;

3. that the maximum aggregate number of Shares that may be:

(a) reserved for issuance to any one person under the Option Plan is 5% of the outstanding Shares at the time of grant, less the number of Shares reserved for issuance to such person under any other share compensation arrangement;

(b) reserved for issuance to insiders of the Company under the Option Plan is 10% of the outstanding Shares at the time of grant, less the number of Shares reserved for issuance to insiders under any other share compensation arrangement;

(c) issued under the Option Plan in any one year period to an insider and his associates is 5% of the issued Shares immediately before that time, less the number of Shares issued to such person’s pursuant to any other share compensation arrangement during the preceding one year period;

(d) issued under the Option Plan in any one year period to insiders pursuant to the exercise of Options, is 10% of the issued Shares immediately before that time, less any Shares acquired by insiders pursuant to any other share compensation arrangement during the preceding one year period; and

(e) reserved for non-executive Directors is 1% of the outstanding Shares at the time of the grant, less the number of Shares reserved for issuance to non-executive Directors under any other share compensation arrangement, exclusive of those that are reserved under share compensation arrangements that are the result of the acquisition of another company by or the merger or other consolidation or reorganization of another company with, the Company.

4. that Shares which are issued upon the exercise of Options are to be paid for in cash.

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5. that Options may not be re-priced without shareholder and applicable regulatory approval. For this purpose, shareholder approval is to be by a majority vote at an annual or extra-ordinary meeting of shareholders; provided that insiders who hold Options that are subject to the proposed re-pricing, may not vote on the proposal.

Establishment of the Equity Plan

The Equity Plan was adopted by the Board on February 13, 2004, subject to shareholder and regulatory approval. 1,000,000 Shares (the “Equity Plan Shares”) have been allotted for issuance under the Equity Plan. The Equity Plan will allow the Compensation and Nominating Committee to issue fully paid Shares to employees, officers and Directors in consideration of past or future services actually rendered by them to the Company or a subsidiary of the Company. The Compensation and Nominating Committee will have the ability to attach restrictions to the vesting of such Shares based on the passage of time and continued employment with the Company or the meeting of such individual or corporate performance goals as the Committee may determine. The Company believes that the Equity Plan will provide it the necessary flexibility, as a supplement to the Option Plan, to allow it to continue to attract and retain quality employees, officers and Directors and to encourage and enhance ownership of the Company’s Shares by employees, officers and directors. Adoption of the Equity Plan also provides the Company the flexibility to adjust the incentive component of employee, officer and Director compensation in view of new and proposed changes to the accounting treatment of the issuance of Options.

Pursuant to applicable policies of the TSX, shareholder approval for the establishment of the Equity Plan and the allotment of the Equity Plan Shares for issuance under the Equity Plan is to be by a simple majority of the votes cast by or on behalf of shareholders represented at the Meeting, other than those directors or officers of the Company who may be granted awards under the Equity Plan and their associates. To the knowledge of the Company, as at March 1, 2004, the aggregate number of Shares held by the excluded shareholders is 2,824,299.

The Board unanimously recommends that each shareholder vote FOR the resolution approving the establishment of the Equity Plan and the allotment of the Equity Plan Shares for issuance under the Equity Plan.

Details of the Equity Plan

The Equity Plan provides that:

1. the aggregate number of Shares which is reserved for issuance under the Equity Plan is established at 1,000,000 Shares;

2. those persons entitled to awards under the Equity Plan are the Directors, officers, employees and qualified consultants of the Company;

3. the Board or a committee designated by it may grant awards under the Equity Plan relating to the following, where each award will be subject to such terms and conditions as the Board or its designated committee determines in its discretion;

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(a)	performance Share award where Shares are issued to the participant and held by the Company until the specified performance criteria are met and if they are not, the Shares will be forfeited by the participant;
(b)	a restricted Share award where Shares are issued to the participant and held by the Company until the restrictions are removed and if they are not, the Shares will be forfeited by the participant;
(c)	a performance or restricted Share unit award where the participant is issued rights to receive Shares upon the performance criteria being met or the restrictions being removed;
(d)	an award of Shares to Directors in lieu of receiving a retainer or meeting fees in cash;
(e)	other types of equity-based or equity-related awards to participants (including the grant of unrestricted Shares) in such amounts and subject to such terms and conditions as the Board or its designated committee may in its discretion determine, where such awards may entail the transfer of Shares to participants, or payment in cash or otherwise of amounts based on the value of Shares, and may include, without limitation, awards designed to comply with or take advantage of the applicable local laws of foreign jurisdictions; and
(f)	the deferral of compensation paid in the form of Common Shares in accordance with such procedures as the Board or designated committee may develop.

4. Shares which are reserved for issuance and issued under the Equity Plan will be subject to the following limitations:

(a)	the number of Shares reserved for issuance under the Equity Plan to insiders pursuant to awards, together with the number of Shares that are reserved for issuance to insiders under all other Share compensation arrangements, may not exceed 10% of the outstanding issued Shares;
(b)	insiders, as a group, may not be issued, within any one year period, a number of Shares pursuant to awards under the Equity Plan which exceeds 10% of the outstanding issued Shares, less any Shares issued to insiders pursuant to all other share compensation arrangements during the preceding one year period;
(c)	no individual insider together with such insider’s associates may be issued, within any one year period, a number of Shares pursuant to awards under the Equity Plan which exceeds 5% of the outstanding issued Shares, less any Shares issued to such insider and his associates during such one year period pursuant to all other share compensation arrangements; and

(d) the maximum number of Shares reserved for non-executive Directors is 1% of the outstanding Shares at the time of the grant of an award, less the number of Shares reserved for issuance to non-executive Directors under any other share

- 25 -

compensation arrangement, exclusive of those that are reserved under share compensation arrangements that are the result of the acquisition of another company by, or the merger or other consolidation or reorganization of another company with, the Company.

5.	An award under the Equity Plan will be made in consideration of past or future services actually rendered by the participant to the Company or one of its subsidiaries.
6.	Unless otherwise provided in the award agreement under the Equity Plan, if a participant’s employment with the Company and any of its Subsidiaries is terminated, or a participant who is a Director ceases to be a Director, as the case may be, due to normal retirement, early retirement at the request of the Company, disability, death or change in control, then there will be immediate vesting of the rights of the participant under the award agreement upon the effective date of the termination of employment or when the participant ceases to be a Director, as the case may be. For any termination other than for these specified reasons, only the awards that have vested before the termination date will be payable.
7.	The Directors have the right, in their sole discretion, to alter, amend or discontinue the Equity Plan from time to time and at any time. However, no such amendment or discontinuation may, without the consent of a participant, alter or impair such participant’s rights or increase such participant’s obligations with respect to an award previously granted and any amendment to the Equity Plan will be subject to the prior approval of applicable securities regulatory authorities and, if such amendment is material, may require the approval of the Company’s shareholders.

As at March 1, 2004, the aggregate of the Shares subject to outstanding Options, the Available Option Plan Shares, the Additional Option Plan Shares and the Equity Plan Shares, represents 6.656% of the issued Shares.

INTEREST OF INSIDERS IN MATERIAL TRANSACTIONS

To the knowledge of management of the Company, no Director or executive officer of the Company or nominee for election as a Director of the Company or any security holder known to the Company to own of record or beneficially more than 10% of the Company’s outstanding shares or any member of the immediate family of any of the foregoing persons had any interest in any material transaction during the year ended December 31, 2003, or has any interest in any material transaction in the current year.

ANNUAL REPORT

The Annual Report to Shareholders of the Company for the fiscal year ended December 31, 2003, which includes audited consolidated financial statements, will be mailed to Shareholders

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contemporaneously herewith, but such Annual Report is not incorporated in the Information Circular and is not deemed to be a part of the proxy-soliciting material.

OTHER MATTERS

Management knows of no other matters that are to be presented for action at the Meeting. Should any other matters properly come before the Meeting, the persons named in the accompanying proxy will have discretionary authority to vote all proxies in accordance with their judgment.

BY ORDER OF THE BOARD

(Signed) “C. Kevin McArthur”
President and Chief Executive Officer

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GLAMIS GOLD LTD.
5190 Neil Road, Suite 310, Reno Nevada, U.S.A. 89502
Telephone: (775) 827-4600 Fax: (775) 827-6992

P R O X Y

     This proxy is solicited by the management of GLAMIS GOLD LTD. (the “Company”). The undersigned hereby appoints A. Dan Rovig, Chairman of the Board of Directors of the Company, or failing him, C. Kevin McArthur, President and Chief Executive Officer of the Company, or instead of either of the foregoing, (insert name) ______________________________, as nominee of the undersigned, with full power of substitution, to attend and vote on behalf of the undersigned at the Annual and Extraordinary General Meeting (the “Meeting”) to be held at The Fairmont Royal York Hotel, 100 Front Street West, Toronto, Ontario, on May 6, 2004, at 1:30 p.m., local time, and at any adjournments thereof, and directs the nominee to vote or abstain from voting the shares of the undersigned in the manner indicated below:

1.	Fixing the Number of Directors
	Vote For o Against o the resolution fixing the size of the board of directors at 6.
2.	Election of Directors
	The nominees proposed by management of the Company are:

A. Dan Rovig	Jean Depatie
C. Kevin McArthur	A. Ian S. Davidson
Kenneth F. Williamson	P. Randy Reifel

	Vote For o the election of all nominees listed above (except those whose names the undersigned has deleted)
	Withhold Vote o
3.	Auditor
	Vote For o Withhold Vote o on the resolution to appoint KPMG LLP, Chartered Accountants, as auditor of the Company at a remuneration to be fixed by the board of directors.

4.	Incentive Share Purchase Option Plan
	Vote For o Against o the resolution to increase the number of common shares allocated for issuance under the Incentive Share Purchase Option Plan by 3,500,000.
5.	Equity Incentive Plan
	Vote For o Against o the resolution to establish an Equity Incentive Plan as described in the Information Circular for the Meeting and the allocation of l,000,000 common shares for issuance under the Equity Incentive Plan.
6.	Upon any permitted amendment to or variation of any matter identified in the Notice for the Meeting.
7.	Upon any other matter that properly comes before the Meeting.

THE UNDERSIGNED HEREBY REVOKES ANY PRIOR PROXY OR PROXIES.

DATED: _______________________________________, 2004.

____________________________________________________
Signature of Shareholder

____________________________________________________
(Please print name here)

A proxy will not be valid unless the completed, signed and dated form of proxy is delivered to the office of Computershare Trust Company of Canada, Proxy Department, by fax to (866) 249-7775 or by mail or by hand to 100 University Avenue, Toronto, Ontario, M5J 2Y1, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used.

Any one of the joint holders of a share may sign a form of proxy in respect of the share but, if more than one of them is present at the meeting or represented by proxyholder, the one of them whose name appears first in the register of members in respect of the share, or that one’s proxyholder, will alone be entitled to vote in respect thereof. Where the form of proxy is signed by a company, either its corporate seal must be affixed to the form of proxy or the form of proxy should be signed by the company under the hand of an officer or attorney duly authorized in writing, which authorization must accompany the form of proxy.

A shareholder has the right to appoint a person, other than either of the nominees designated in this form of proxy, who need not be a shareholder, to attend and act for and on behalf of the shareholder at the Meeting and may do so by inserting the name of that other person in the blank space provided for that purpose in this form of proxy or by completing another suitable form of proxy.

The shares represented by the proxy will be voted or withheld from voting in accordance with the instructions of the shareholder on any ballot, and where a choice with respect to a matter to be acted on is specified the shares will be voted on a ballot in accordance with that specification. This proxy confers discretionary authority with respect to matters identified or referred to in the accompanying Notice for the Meeting for which no instruction is given, and with respect to other matters that may properly come before the Meeting other than voting for a nominee for Director who is not specified in the proxy. In respect of a matter so identified or referred to for which no instruction is given, the nominees named in this proxy will vote shares represented thereby FOR the approval of such matter.

REQUEST FOR ANNUAL FINANCIAL STATEMENTS AND MD&A
AND/OR
INTERIM FINANCIAL STATEMENTS AND MD&A

TO: GLAMIS GOLD LTD. (the “Company”)
(Cusip No. 376775102)
(Scrip No. GLGQ)

In accordance with National Instrument No. 51-102 of the Canadian Securities Administrators, registered and non-registered (beneficial) shareholders may request annually to receive annual financial statements and the related MD&A and interim financial statements and the related MD&A of the Company. If you wish to receive such material, please complete and return this form to the registrar and transfer agent for the Company:

Attention: Stock Transfer Department
Computershare Trust Company of Canada
9th Floor, 100 University Avenue
Toronto, Ontario M5J 2Y1

If you do not make the request below, you will not be sent the 2004 Annual Financial Statements or the Company’s Interim Financial Statements. These documents may be found on SEDAR at www.sedar.com, on EDGAR at www.sec.gov and on the Company’s website at www.glamis.com.

I certify that I am a registered/non-registered owner of common securities of the Company and request that I be placed on the Company’s Supplemental Mailing List in order to receive [Check one or both to effect the request]:

o the Company’s annual financial statements and related MD&A

o the Company’s interim financial statements and related MD&A

DATED: _________________________, 2004.	_____________________________________________________________ Signature
	_____________________________________________________________ Name of Registered/Non-Registered Shareholder — Please Print
	_____________________________________________________________ Address
	_____________________________________________________________
	_____________________________________________________________                                                                                                       Postal Code
	_____________________________________________________________ Fax Number
	_____________________________________________________________ Name and title of person signing if different from name above.

By providing an E-mail address, you will be deemed to be consenting to the electronic delivery to you at such E-mail address of the above selected financial statements, if delivery by electronic means is allowed by applicable regulatory rules and policies.

_____________________________________________________________
E-mail address (optional) EX-6 7 o12285exv6.htm CONSENT OF KPMG LLP

EXHIBIT 6

CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS

To the Board of Directors
Glamis Gold Ltd.

We consent to the incorporation by reference in this annual report on Form 40-F of Glamis Gold Ltd. and to the incorporation by reference in the registration statement (No. 333-88986) on Form S-8 of Glamis Gold Ltd. filed on May 24, 2002, of our report dated February 6, 2004, relating to the consolidated balance sheets of Glamis Gold Ltd. as of December 31, 2003 and 2002 and the related consolidated statements of operations, deficit and cash flows for each of the years ended December 31, 2003, 2002 and 2001, which report appears in the December 31, 2003 Annual Report to Shareholders of Glamis Gold Ltd.

/s/ KPMG, LLP
Chartered Accountants

Vancouver, Canada
March 8, 2004

EX-7 8 o12285exv7.htm CONSENT OF MINE DEVELOPMENT ASSOC.

EXHIBIT 7

CONSENT OF MINE DEVELOPMENT ASSOCIATES

To the Board of Directors of Glamis Gold Ltd.

     We consent to the inclusion in this annual report on Form 40-F of Glamis Gold Ltd., of our verification of certain mineral reserves and contained ounces of Glamis Gold Ltd. which appears under the heading “Summary of Reserves and Other Mineralization – Proven and Probable Mineral Reserves” in Glamis Gold Ltd.’s Annual Information Form for the year ended December 31, 2003, which is included in this annual report as an exhibit.

MINE DEVELOPMENT ASSOCIATES

By: /s/ Neil Prenn
Its: President

Reno, Nevada
March 8, 2004]

EX-8 9 o12285exv8.htm CONSENT OF MINE RESERVE ASSOC.

EXHIBIT 8

CONSENT OF MINE RESERVES ASSOCIATES, INC.

To the Board of Directors of Glamis Gold Ltd.

     We consent to the inclusion in this annual report on Form 40-F of Glamis Gold Ltd., of our verification of certain mineral reserves and contained ounces of Glamis Gold Ltd. which appears under the heading “Summary of Reserves and Other Mineralization – Proven and Probable Mineral Reserves” in Glamis Gold Ltd.’s Annual Information Form for the year ended December 31, 2003, which is included in this annual report as an exhibit.

MINE RESERVES ASSOCIATES, INC.

By: /s/ Donald Elkin
Its: President

Golden, Colorado
March 5, 2004]

EX-9 10 o12285exv9.htm CONSENT OF JAMES S. VOORHEES

EXHIBIT 9

CONSENT OF JAMES S. VOORHEES

To the Board of Directors of Glamis Gold Ltd.

     I consent to the inclusion in this annual report on Form 40-F of Glamis Gold Ltd., of the report, which was prepared under my direct supervision, regarding certain mineable reserves and contained ounces of Glamis Gold Ltd. which appears under the heading “Summary of Reserves and Other Mineralization – Proven and Probable Mineable Reserves” in Glamis Gold Ltd.’s Annual Information Form for the year ended December 31, 2003, which is included in this annual report as an exhibit.

/s/ James S. Voorhees

Reno, Nevada
March 8, 2004

EX-10 11 o12285exv10.htm SECTION 302 CERTIFICATION - CEO

EXHIBIT 10

CERTIFICATIONS PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, C. Kevin McArthur, certify that:

1.	I have reviewed this annual report on Form 40-F of Glamis Gold Ltd.;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this annual report;
4.	The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: March 8, 2004 By: /s/ C. Kevin McArthur C. Kevin McArthur
Chief Executive Officer

EX-11 12 o12285exv11.htm SECTION 302 CERTIFICATION - CFO

EXHIBIT 11

CERTIFICATIONS PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002

I, Cheryl S. Maher, certify that:

1.	I have reviewed this annual report on Form 40-F of Glamis Gold Ltd.;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this annual report;
4.	The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the issuer and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c)	Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5. The issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: March 8, 2004 By: /s/ Cheryl S. Maher Cheryl S. Maher
Chief Financial Officer

EX-12 13 o12285exv12.htm SECTION 906 CERTIFICATION - CEO

EXHIBIT 12

CERTIFICATIONS PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

In connection with this annual report on Form 40-F of Glamis Gold Ltd. for the period ended December 31, 2003, I, C. Kevin McArthur, Chief Executive Officer of the issuer, certify that:

1.          The annual report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.          The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

Date: March 8, 2004 By: /s/ C. Kevin McArthur C. Kevin McArthur
Chief Executive Officer

This certification accompanies the annual report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the issuer for purposes of Section 18 of the Securities Exchange Act of 1934.

EX-13 14 o12285exv13.htm SECTION 906 CERTIFICATION - CFO

EXHIBIT 13

CERTIFICATIONS PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

In connection with this annual report on Form 40-F of Glamis Gold Ltd. for the period ended December 31, 2003, I, Cheryl S. Maher, Chief Financial Officer of the issuer, certify that:

1.          The annual report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.          The information contained in the annual report fairly presents, in all material respects, the financial condition and results of operations of the issuer.

Date: March 8, 2004 By: /s/ Cheryl S. Maher Cheryl S. Maher
Chief Financial Officer

This certification accompanies the annual report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the issuer for purposes of Section 18 of the Securities Exchange Act of 1934.

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EX-6

Consent of KPMG LLP

EX-7

Consent of Mine Development Assoc.

EX-8

Consent of Mine Reserve Assoc.

EX-9

Consent of James S. Voorhees

EX-10

Section 302 Certification - CEO

EX-11

Section 302 Certification - CFO

EX-12

Section 906 Certification - CEO

EX-13

Section 906 Certification - CFO